UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,DC 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Forthe fiscal year ended September 30, 2020

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Forthe transition period ___________________ to ____________________

CommissionFile Number: 001-33177

MONMOUTHREAL ESTATE INVESTMENT CORPORATION

(Exactname of registrant as specified in its charter)

Maryland		22-1897375
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

101Crawfords Corner Road , Suite 1405 , Holmdel , NJ 07733

(Addressof Principal Executive Offices)              (ZipCode)

Registrant’stelephone number, including area code : 732 - 577-9996

Securitiesregistered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		MNR		New York Stock Exchange NYSE
6.125% Series C Cumulative Redeemable Preferred Stock		MNR-PC		New York Stock Exchange NYSE

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☒ Yes ☐ No

Indicateby check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

☐Yes ☒ No

Indicateby check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicateby check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuantto Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files).

☒ Yes ☐ No

Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,”“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer	☒	Accelerated filer	☐
	Non-accelerated filer	☐	Smaller reporting company	☐
			Emerging growth company	☐

Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicateby check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe registered public accounting firm that prepared or issued its audit report. ☒

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No

Theaggregate market value of the voting and non-voting common equity of the registrant held by non-affiliates of the registrant atMarch 31, 2020 was $ 1.1 billion(based on the $12.05 closing price per share of common stock on March 31, 2020).

Therewere 98,065,249 shares of common stock outstanding as of November 16,2020.

TABLEOF CONTENTS

Item No.				Page No.
		Part I
1		Business .		3
1A		Risk Factors .		11
1B		Unresolved Staff Comments .		20
2		Properties .		21
3		Legal Proceedings .		27
4		Mine Safety Disclosures .		27
		Part II
5		Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities .		28
6		Selected Financial Data .		30
7		Management’s Discussion and Analysis of Financial Condition and Results of Operations .		33
7A		Quantitative and Qualitative Disclosures About Market Risk .		57
8		Financial Statements and Supplementary Data .		59
9		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure .		60
9A		Controls and Procedures .		60
9B		Other Information .		61
		Part III
10		Directors, Executive Officers and Corporate Governance .		62
11		Executive Compensation .		67
12		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters .		89
13		Certain Relationships and Related Transactions, and Director Independence .		92
14		Principal Accountant Fees and Services .		92
		Part IV
15		Exhibit and Financial Statement Schedules .		93
		Signatures		157

PARTI

ITEM1 – BUSINESS

GeneralDevelopment of the Business

Inthis 10-K, “we”, “us”, “our”, “MREIC” or “the Company”, refers toMonmouth Real Estate Investment Corporation, together with its predecessors and subsidiaries, unless the context requires otherwise.

Weare a corporation that qualifies as a real estate investment trust (REIT) under Sections 856-860 of the Internal Revenue Codeof 1986, as amended (the Code). Our investment focus is to own well-located, modern, single-tenant, industrial buildings, leasedprimarily to investment-grade tenants or their subsidiaries on long-term net leases. We were founded in 1968 and are one of theoldest public equity REITs in the world. We intend to maintain our qualification as a REIT in the future. As a REIT, with limitedexceptions, we will not be taxed under Federal and certain state income tax laws at the corporate level on taxable income thatwe distribute to our shareholders. For special tax provisions applicable to REITs, refer to Sections 856-860 of the Code. We aresubject to franchise taxes in several of the states in which we own properties.

InDecember 2017, as part of the Tax Cuts and Jobs Act of 2017 (the TCJA), Code Section 199A was added to the Code and became effectivefor tax years beginning after December 31, 2017 and before January 1, 2026. Under the TCJA, subject to certain income limitations,an individual taxpayer and estates and trusts may deduct 20% of the aggregate amount of qualified REIT dividends they receivefrom their taxable income. Qualified REIT dividends do not include any portion of a dividend received from a REIT that is classifiedas a capital gain dividend or qualified dividend income.

Wewere established in 1968 as a New Jersey Business Trust (NJBT). In 1990, the NJBT merged into a newly formed Delaware corporation.On May 15, 2003, we changed our state of incorporation from Delaware to Maryland by merging with and into a Maryland corporation.

Descriptionof Business

Ourprimary business is the ownership of real estate. Our investment focus is to own well-located, modern, single-tenant, industrialbuildings, leased primarily to investment-grade tenants or their subsidiaries on long-term net leases. At September 30, 2020,we held investments in 119 properties totaling 23.4 million square feet with an overall occupancy rate of 99.4% (See Item 2 fora detailed description of the properties). As of the fiscal yearend, our weighted average lease expiration was 7.1 years, ourannualized average base rent per occupied square foot was $6.36 and the weighted average building age, based on the square footageof our buildings, was 9.8 years. These properties are located in 31 states: Alabama, Arizona, Colorado, Connecticut, Florida,Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maryland, Michigan, Minnesota, Mississippi, Missouri, Nebraska,New Jersey, New York, North Carolina, Ohio, Oklahoma, Pennsylvania, South Carolina, Tennessee, Texas, Utah, Virginia, Washingtonand Wisconsin. All of these properties are wholly-owned with the exception of two properties in New Jersey in which we own a majorityinterest. All of our investment properties are leased on a net basis except for an industrial park in Monaca (Pittsburgh), Pennsylvaniaand our only non-industrial asset, which is a shopping center, located in Somerset, New Jersey.

Thefuture effects of the evolving impact of the COVID-19 pandemic are uncertain, however, at this time COVID-19 has not had a materialadverse effect on our financial condition. We invest in modern single-tenant, industrial buildings, leased primarily to investment-gradetenants or their subsidiaries on long-term net-leases. Our investments are exclusively situated in the continental United States,and are primarily located in strategic locations that are mission-critical to our tenants’ needs. In many cases our buildingsare highly automated in order to serve the omni-channel distribution networks that have become essential today. Approximately81% of our revenue is derived from investment-grade tenants, or their subsidiaries as defined by S&P Global Ratings ( www.standardandpoors.com )and by Moody’s ( www.moodys.com ). The references in this report to S&P Global Ratings and Moody’s are notintended to and do not include, or incorporate by reference into this report, the information of S&P Global Ratings or Moody’son such websites.

Formany years, ecommerce demand has increased, and it has now become an integral part of the retail landscape. The COVID-19 pandemichas created an even greater move towards on-line shopping. As a result of state and local government-mandated shutdowns, ecommercesales as a percentage of total retail sales increased from approximately 15% to 27% during the last two quarters. It is estimatedthat ecommerce sales require three times the warehouse space relative to brick and mortar retail sales. The COVID-19 pandemichas also created a need for supply chain reconfiguration. Increased inventory stocking is currently taking place across many industriesand it appears that this trend will continue in order to accommodate surges in demand. Additionally, U.S. manufacturing has beenincreasing in recent years and the COVID-19 pandemic has accelerated this trend as supply chains now prefer shorter distancesand less reliance on foreign sources.

Ourportfolio of modern, net-leased industrial properties, continues to provide shareholders with reliable and predictable incomestreams. Our resilient occupancy rates and rent collection results during these challenging times highlights the mission-criticalnature of our assets and underscores the essential need for our tenants’ operations. Furthermore, because our weighted averagelease maturity is 7.1 years and our weighted average fixed rate mortgage debt maturity is 11.1 years, we expect our cash flowto remain resilient over long periods of time.

Ouroverall occupancy rate and our base rent collections have remained strong throughout the COVID-19 pandemic. Our overall occupancyrate and our base rent collections during the COVID-19 pandemic were as follows:

Month		Occupancy		Percentage of Base Rent Collected
March		99.4%		100.0%
April		99.4%		99.7%
May		99.4%		99.7%
June		99.4%		99.6%
July		99.4%		99.6%
August		99.4%		99.6%
September		99.4%		99.7%
October		99.4%		99.7%
November		99.4%		99.9%

Duringfiscal 2020, we purchased five industrial properties totaling 1.2 million square feet with net-leased terms ranging from 10 to15 years resulting in a weighted average lease maturity of 13.9 years. All five properties are leased to investment-grade tenantsor their subsidiaries, of which, 356,000 square feet, or 29%, is leased to FedEx Corporation (FDX) and FedEx Ground Package System,Inc., a subsidiary of FDX. The aggregate purchase price for the five properties was $175.1 million. These five properties arelocated in the following Metropolitan Statistical Areas (MSAs): Indianapolis, IN, Columbus, OH, Greensboro, NC, Salt Lake City,UT and Oklahoma City, OK. These five properties are expected to generate annualized rental income over the life of their leasesof $10.9 million. In connection with the five properties acquired during the 2020 fiscal year, we entered into one 18 year fully-amortizingmortgage loan, three 15 year fully-amortizing mortgage loans and one ten year fully-amortizing mortgage loan resulting in a weightedaverage term of 16.0 years. The principal amount of the five mortgage loans originally totaled $110.3 million with interest ratesranging from 3.00% to 4.27%, resulting in a weighted average interest rate of 3.69%.

Wehave entered into agreements to purchase six, new build-to-suit, industrial buildings that are currently being developed in Alabama(2), Georgia, Ohio, Tennessee and Vermont, totaling 2.4 million square feet. These future acquisitions have net-leased terms rangingfrom 10 to 20 years with a weighted average lease term of 15.3 years. The total purchase price for these six properties is $338.4million. Four of these six properties, consisting of an aggregate of 1.2 million square feet, or 50% of the total leasable area,are leased to FedEx Ground Package System, Inc. All six properties are leased to companies, or subsidiaries of companies, thatare considered Investment Grade by S&P Global Ratings ( www.standardandpoors.com ) and by Moody’s ( www.moodys.com ).Subject to satisfactory due diligence and other customary closing conditions and requirements, we anticipate closing five of thesetransactions during fiscal 2021 and one during fiscal 2022. In connection with three of these six properties, we have enteredinto commitments to obtain three separate fully-amortizing mortgage loans totaling $139.5 million with fixed interest rates rangingfrom 2.62% to 3.25% with a weighted average fixed interest rate of 2.99%. The three loans have terms ranging from 15 to 17 yearswith a weighted average term of 15.8 years.

Wenow have several FedEx Ground parking expansion projects in progress with more under discussion. Currently there are six parkingexpansion projects underway and one parking expansion project recently completed subsequent to the fiscal yearend on November5, 2020. These six projects, plus the recently completed project, are expected to cost approximately $20.1 million. These parkingexpansion projects will enable us to capture additional rent while lengthening the terms of these leases. We are also in discussionsto expand the parking at ten additional locations bringing the total potential parking lot expansion projects to 17 currently.The parking expansion project that was completed on November 5, 2020 was at our property located in Olathe (Kansas City),KS for a total project cost of $3.4 million. The expansion resulted in a $349,000 increase in annualized rent effective November5, 2020 increasing the annualized rent from $2,210,000 to $2,559,000.

Wemay have additional acquisitions and expansions in fiscal 2021 and fiscal 2022, and the funds for these acquisitions may comefrom funds generated from operations, mortgages, draws on our unsecured line of credit facility, cash on hand, sale of marketablesecurities, other bank borrowings, proceeds from the Dividend Reinvestment and Stock Purchase Plan (DRIP), proceeds from the PreferredStock At-The-Market Sales Agreement Program (Preferred Stock ATM Program), proceeds from the Equity Distribution Agreement (CommonStock ATM Program) and proceeds from private placements and public offerings of additional common or preferred stock or othersecurities. To the extent that funds or appropriate properties are not available, fewer acquisitions will be made.

OnOctober 1, 2020, our Board of Directors approved a cash dividend of $0.17 per share, to be paid on December 15, 2020, to commonshareholders of record at the close of business on November 16, 2020, which represents an annualized common dividend rate of $0.68per share. We intend to pay these distributions from cash flows from operations.

Wehave maintained or increased our common stock cash dividend for 29 consecutive years. On October 1, 2015, our Board of Directorsapproved an increase in our quarterly common stock cash dividend from $0.15 per share to $0.16 per share representing a 6.7% increasein our quarterly cash dividend. Then again, on October 2, 2017, our Board of Directors approved an increase in our quarterly commonstock cash dividend from $0.16 per share to $0.17 per share, representing a 6.3% increase in our quarterly cash dividend. Thesetwo dividend raises represent a total increase of 13%.

Ourcommon stock dividend policy is dependent upon our earnings, capital requirements, financial condition, availability and costof bank financing and other factors considered relevant by the Board of Directors. It is our intention to continue making comparablequarterly distributions in the future and to grow our distributions over time.

Currently,we derive our income primarily from real estate rental operations. Rental and Reimbursement Revenue (excluding Lease TerminationIncome in fiscal 2020, 2019 and 2018 of $-0-, $-0-, and $210,000, respectively) was $167.8 million, $154.8 million and $135.5million for the years ended September 30, 2020, 2019 and 2018, respectively. Total undepreciated assets (which is our totalassets excluding accumulated depreciation) were $2.2 billion and $2.1 billion as of September 30, 2020 and 2019, respectively.

Asof September 30, 2020, we had 23.4 million leasable square feet, of which 10.7 million square feet, or 46%, consisting of 62 separatestand-alone leases, were leased to FDX and its subsidiaries (5% to FDX and 41% to FDX subsidiaries). These properties are locatedin 26 different states. As of September 30, 2020, the 62 separate stand-alone leases that are leased to FDX and FDX subsidiarieshad a weighted average lease maturity of 7.9 years. As of September 30, 2020, in addition to FDX and its subsidiaries, the onlyother tenants that leased 5% or more of our total square footage were subsidiaries of Amazon.com, Inc. (Amazon), which consistsof five separate stand-alone leases for properties located in four different states, containing 1.5 million total square feet,comprising 6% of our total leasable square feet. None of our properties are subject to a master lease or any cross-collateralizationagreements.

OurRental and Reimbursement Revenue from FDX and its subsidiaries for the fiscal years ended September 30, 2020, 2019 and 2018, respectively,totaled $96.4 million, $93.3 million and $79.1 million, or as a percentage of total rent and reimbursement revenues, 58% (5% fromFDX and 53% from FDX subsidiaries), 60% (5% from FDX and 55% from FDX subsidiaries) and 58% (5% from FDX and 53%from FDX subsidiaries). In addition to FDX and its subsidiaries, the only tenants to comprise 5% or more of our total Rental andReimbursement Revenue were subsidiaries of Amazon, which represented 6% of our Rental and Reimbursement Revenue for the fiscalyear ended September 30, 2020. Rental and Reimbursement Revenue from subsidiaries of Amazon for the fiscal years endedSeptember 30, 2019 and 2018 was less than 5% of our Rental and Reimbursement Revenue.

FDXand Amazon are publicly-listed companies and financial information related to these entities are available at the SEC’swebsite, www.sec.gov . FDX and Amazon are rated “BBB” and “AA-”, respectively by S&P GlobalRatings ( www.standardandpoors.com ) and are rated “Baa2” and “A2”, respectively by Moody’s( www.moodys.com ), which are both considered “Investment Grade” ratings.

Ourweighted average lease expiration was 7.1 years and 7.6 years as of September 30, 2020 and 2019, respectively, and our averageannualized rent per occupied square foot as of September 30, 2020 and 2019 was $6.36 and $6.20, respectively. Our overall occupancyrate as of September 30, 2020 and 2019 was 99.4% and 98.9%, respectively.

Wecompete with other investors in real estate for attractive investment opportunities. These investors include other equity realestate investment trusts, limited partnerships, syndications and private investors, among others. Competition in the market areasin which we operate is significant and affects acquisitions, occupancy levels, rental rates and operating expenses of certainproperties. We have built long-term relationships within our tenant base as well as within the merchant builder community. Theserelationships have historically provided us with investment opportunities that fit our investment policy.

Theoccupancy rate for US industrial real estate is currently at an all-time high of 95%. Industrial space demand has historicallybeen very closely correlated with growth in Gross Domestic Product (GDP). While the COVID-19 pandemic has resulted in a globaleconomic recession, it has greatly accelerated the ecommerce growth trajectory. Ecommerce growth continues to be the most significantdriver of the strong fundamental performance the industrial real estate sector has been experiencing. The amount of new constructionfor US industrial real estate has been increasing for several years as more industrial space is needed to handle direct-to-consumerdistribution. It is estimated that ecommerce sales require three times the amount of warehouse space relative to brick and mortarretail sales. These new buildings are often highly automated and have much larger truck courts and parking requirements. Becausemodern industrial buildings are built to handle both wholesale distribution as well as direct to consumer distribution, they areknown as omni-channel facilities. Excluding food, fuel, and autos, approximately 20% of total retail sales have migrated fromtraditional store sales to on-line sales and this growth in market share is expected to continue. For further discussion of potentialimpact of competitive conditions on our business, see Item 1A: Risk Factors below.

OnFebruary 6, 2020, we entered into an Equity Distribution Agreement (Common Stock ATM Program) with BMO Capital Markets Corp.,B. Riley Securities, Inc. (formerly B. Riley FBR, Inc.), D.A. Davidson & Co., Janney Montgomery Scott LLC, J.P. MorganSecurities LLC and RBC Capital Markets, LLC (together the “Distribution Agents”) under which we may offer and sellshares of our common stock, $0.01 par value per share, having an aggregate sales price of up to $150.0 million from time to timethrough the Distribution Agents. Sales of the shares of Common Stock under the Agreement, if any, will be in “at the marketofferings.” We implemented the Common Stock ATM program for the flexibility that it provides to opportunistically accessthe capital markets and to best time our equity capital needs as we close on acquisitions. To date, we have not raised any equitythough our Common Stock Equity Program.

OnJune 29, 2017, we entered into a Preferred Stock At-The-Market Sales Agreement Program with B. Riley Securities, Inc. (formerlyB. Riley FBR, Inc. or B. Riley & Co., LLC or FBR Capital Markets & Co.), that provided for the offer and sale of sharesof our 6.125% Series C Preferred Stock, having an aggregate sales price of up to $100.0 million. On August 2, 2018, we replacedthis program with a new Preferred Stock At-The-Market Sales Agreement Program that provides for the offer and sale from time totime of $125.0 million of our 6.125% Series C Preferred Stock, representing an additional $96.5 million, with $28.5 million beingcarried over from the Preferred Stock At-The-Market Sales Agreement Program entered into on June 29, 2017. On December 4, 2019,we replaced the Preferred Stock At-The-Market Sales Agreement Program entered into on August 2, 2018 with another new PreferredStock At-The-Market Sales Agreement Program (Preferred Stock ATM Program) that provides for the offer and sale from time to timeof $125.0 million of our 6.125% Series C Preferred Stock, representing an additional $101.0 million, with $24.0 million beingcarried over from the Preferred Stock At-The-Market Sales Agreement Program entered into on August 2, 2018. Sales of shares ofour 6.125% Series C Preferred Stock under the Preferred Stock ATM Program are in “at the market offerings” as definedin Rule 415 under the Securities Act, including, without limitation, sales made directly on or through the NYSE, or on any otherexisting trading market for the 6.125% Series C Preferred Stock, or to or through a market maker, or any other method permittedby law, including, without limitation, negotiated transactions and block trades. We began selling shares through these programson July 3, 2017. Since inception through September 30, 2020, we sold 10.5 million shares under these programs at a weighted averageprice of $24.92 per share, and generated net proceeds, after offering expenses, of $256.4 million, of which 5.0 million shareswere sold during the fiscal year ended September 30, 2020 at a weighted average price of $25.04 per share, and generated net proceeds,after offering expenses, of $122.4 million. As of September 30, 2020, there was $36.3 million remaining that may be soldunder the Preferred Stock ATM Program.

Asof September 30, 2020, 18.9 million shares of the 6.125% Series C Preferred Stock were issued and outstanding.

Subsequentto September 30, 2020, through November 23, 2020, we sold 1.4 million shares of our 6.125% Series C Preferred Stock under ourPreferred Stock ATM Program at a weighted average price of $24.92 per share, and realized net proceeds, after offering expenses,of $35.0 million.

HumanCapital Resources

Asof September 30, 2020, we had 14 full-time employees. Women represent 57% of our employees with 37.5% holding management level/leadershiproles. Employees are offered great flexibility to meet personal and family needs. We endeavor to maintain workplaces that arefree from discrimination or harassment on the basis of color, race, sex, national origin, ethnicity, religion, age, disability,sexual orientation, gender identification or expression or any other status protected by applicable law. We conduct annual trainingto prevent harassment and discrimination and monitor employee conduct year-round. The basis for recruitment, hiring, development,training, compensation and advancement at the Company is qualifications, performance, skills and experience. Our employees arefairly compensated, without regard to gender, race and ethnicity, and routinely recognized for outstanding performance. Our compensationprogram is designed to attract and retain talent. We continually assess and strive to enhance employee satisfaction and engagement.Our employees, many of whom have a long tenure with the Company, frequently express satisfaction with management. Our employeesare offered regular opportunities to participate in professional development programs.

Investmentand Other Policies

Ourinvestment policy is to concentrate our investments in well-located, modern, single-tenant, industrial buildings, leased primarilyto investment-grade tenants or their subsidiaries on long-term net leases. Our strategy is to obtain a favorable yield spreadbetween the income from the net-leased industrial properties and interest costs. In addition, we believe that investments in well-located,modern industrial properties provide a potential for long-term capital appreciation. There is the risk that, upon expiration ofleases, the properties will become vacant or will be re-leased at lower rents. The results obtained from re-leasing the propertieswill depend on the market for industrial properties at that time.

Infiscal 2020, approximately 2% of our gross leasable area, representing five leases totaling 410,000 square feet, was set to expire.Four of these five leases, representing 355,000 square feet, or 87% were renewed. The four leases that renewed have a weightedaverage lease term of 4.2 years. These four lease renewals resulted in a U.S. GAAP straight-line weighted average lease rate of$5.87 per square foot. The renewed weighted average initial cash rent per square foot is $5.71. This compares to the former weightedaverage rent of $5.24 per square foot on a U.S. GAAP straight-line basis and the former weighted average cash rent of $5.47 persquare foot, resulting in an increase in the weighted average lease rate of 12.0% on a U.S. GAAP straight-line basis and an increasein the weighted average lease rate of 4.4% on a cash basis.

Weseek to invest in well-located, modern, single-tenant, industrial buildings, leased primarily to investment-grade tenants or theirsubsidiaries on long-term net leases. In management’s opinion, the recently acquired facilities meet these criteria. Wehave a concentration of properties leased to FDX and FDX subsidiaries and to subsidiaries of Amazon. This is a risk that shareholdersshould consider. FDX and Amazon are publicly-listed companies and financial information related to these entities are availableat the SEC’s website, www.sec.gov . FDX and Amazon are rated “BBB” and “AA-”, respectivelyby S&P Global Ratings ( www.standardandpoors.com ) and are rated “Baa2” and “A2”, respectivelyby Moody’s ( www.moodys.com ), which are both considered “Investment Grade” ratings. The references inthis report to the SEC’s website, S&P Global Ratings’ website and Moody’s website are not intended to anddo not include, or incorporate by reference into this report, the information of FDX, Amazon, S&P Global Ratings or Moody’son such websites.

Wemay issue securities for property; however, this has not occurred to date. We may repurchase or reacquire our shares from timeto time if, in the opinion of the Board of Directors, such acquisition is in our best interest. On January 16, 2020, our Boardof Directors reaffirmed our Common Stock Repurchase Program (the “Program”) that authorizes us to purchase up to $50.0million of shares of our common stock. The timing, manner, price and amount of any repurchase will be determined by us at ourdiscretion and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors.The Program does not have a termination date and may be suspended or discontinued at our discretion without prior notice. DuringMarch and April of fiscal 2020, we repurchased 400,000 shares of our common stock for $4.3 million at an average price of $10.69per share. These are the only repurchases made under the Program thus far.

PropertyManagement

Withthe exception of three properties, all of our 119 properties are self-managed by us.

Wepaid fees directly to local property management subagents of $482,000, $468,000 and $437,000 for fiscal years ended September30, 2020, 2019 and 2018, respectively.

GovernmentalRegulations

Ourproperties are subject to various federal, state and local regulatory laws and requirements, including, but not limited to, theAmericans with Disabilities Act, zoning regulations, building codes and land use laws, and building, occupancy and other permitrequirements. Noncompliance could result in the imposition of governmental fines or the award of damages to private litigants.While we believe that we are currently in material compliance with these regulatory requirements, the requirements may changeor new requirements may be imposed that could require significant unanticipated expenditures by us. Additionally, local zoningand land use laws, environmental statutes and other governmental requirements may restrict, or negatively impact, our propertyoperations, or expansion, rehabilitation and reconstruction activities and such regulations may prevent us from taking advantageof economic opportunities. Future changes in federal, state or local tax regulations applicable to REITs, real property or incomederived from our real estate could impact the financial performance, operations, and value of our properties and the Company.

TaxRegulation

Wehave elected to be taxed as a REIT under Sections 856 through 860 of the Code, commencing with our taxable year which ended September30, 1968. Our qualification and taxation as a REIT depends upon our ability to meet on a continuing basis, through actual annualoperating results, distribution levels and diversity of stock ownership, the various qualification tests and organizational requirementsimposed under the Code, as discussed below. We believe that we are organized and have operated in such a manner as to qualifyunder the Code for taxation as a REIT since our inception, and we intend to continue to operate in such a manner.

Tomaintain our qualification as a REIT, two separate percentage tests relating to the source of our gross income must be satisfiedannually. First, at least 75% of our gross income (excluding gross income from prohibited transactions) for each taxable yeargenerally must be derived directly or indirectly from investments relating to real property, dividends paid by other REITs, mortgageson real property (including “rents from real property,” gain, and, in certain circumstances, interest) or from certaintypes of temporary investments. Second, at least 95% of our gross income (excluding gross income from prohibited transactions)for each taxable year must be derived from such real property investments described above, dividends, interest and gain from thesale or disposition of stock or securities, or from any combination of the foregoing. Rents received by us will qualify as “rentsfrom real property” in satisfying the above gross income tests only if several conditions are met. First, the amount ofrent generally must not be based in whole or in part on the income or profits of any person. However, amounts received or accruedgenerally will not be excluded from “rents from real property” solely by reason of being based on a fixed percentageor percentages of receipts or sales. Second, rents received from a tenant will not qualify as “rents from real property”if we, or a direct or indirect owner of 10% or more of our stock, actually or constructively own 10% or more of such tenant. Third,if rent attributable to personal property that is leased in connection with a lease of real property is greater than 15% of thetotal rent received under the lease, then the portion of rent attributable to such personal property will not qualify as “rentsfrom real property.” This 15% test is based on relative fair market values of the real and personal property. Generally,for rents to qualify as “rents from real property” for the purposes of the gross income tests, we are only allowedto provide services that are both “usually or customarily rendered” in connection with the rental of real propertyand not otherwise considered “rendered to the occupant.” Further, for the rent paid pursuant to our leases to qualifyfor purposes of the gross income tests, the leases must be respected as true leases for federal income tax purposes and not betreated as service contracts, joint ventures or some other type of arrangement. We structure our leases to generate qualifyingincome.

Inaddition to the income tests discussed above, to maintain our qualification as a REIT, at the close of each quarter of our taxableyear, we must satisfy seven tests relating to the nature of our assets. We limit our investments to assets that will allow usto meet these requirements:

	●	At least 75% of the value of our total assets must be represented by “real estate assets,” cash, cash items and government securities, as such terms are defined in the Code.
	●	Not more than 25% of the value of our total assets may be represented by securities, other than those in the 75% asset class.
	●	Except for certain investments in REITs, taxable REIT subsidiaries (TRSs) and other securities in the 75% asset class, the value of any one issuer’s securities owned by us may not exceed 5% of the value of our total assets.
	●	Except for certain investments in REITs, TRSs and other securities in the 75% asset class, we may not own more than 10% of the total voting power of any one issuer’s outstanding securities.
	●	Except for certain investments in REITs, TRSs and other securities in the 75% asset class, we may not own more than 10% of the total value of the outstanding securities of any one issuer, other than securities that qualify for the debt safe harbors.
	●	The aggregate value of all securities of TRSs held by us may not exceed 20% of the value of our gross assets.
	●	No more than 25% of the value of our total assets may consist of debt instruments issued by “publicly offered REITs” (i.e., a REIT that is required to file annual and periodic reports with the SEC under the Securities Exchange Act of 1934) to the extent such debt instruments are not secured by real property or interests in real property.

Finally,in order to qualify as a REIT, we must, among other requirements, distribute, each year, to our shareholders at least 90 percentof our taxable income, excluding net capital gains. To the extent that we satisfy the 90 percent distribution requirement, butdistribute less than 100 percent of our taxable income, we will be subject to federal corporate income tax on our undistributedincome and may incur a 4 percent nondeductible excise tax on the amount not distributed. As a result, we distribute substantiallyall of our taxable income in each year, and must seek other sources of capital to fund our operations and growth.

EnvironmentalMatters

Undervarious federal, state and local environmental laws, statutes, ordinances, rules and regulations, an owner of real property maybe liable for the costs of removal or remediation of certain hazardous or toxic substances at, on, in or under such property aswell as certain other potential costs relating to hazardous or toxic substances. These liabilities may include government finesand penalties and damages for injuries to persons and adjacent property. Such laws often impose liability without regard to whetherthe owner knew of, or was responsible for, the presence or disposal of such substances. Although generally our tenants are primarilyresponsible for any environmental damages and claims related to the leased premises, in the event of the bankruptcy or inabilityof a tenant of such premises to satisfy any obligations with respect to such environmental liability, we may be required to satisfysuch obligations. In addition, as the owner of such properties, we may be held directly liable for any such damages or claimsirrespective of the provisions of any lease.

Fromtime to time, in connection with managing the properties or upon acquisition of a property, we authorize the preparation of PhaseI and, when necessary, Phase II environmental reports with respect to our properties. Based upon such environmental reports andour ongoing review of our properties, as of the date of this Annual Report, we are not aware of any environmental condition withrespect to any of our properties which we believe would be reasonably likely to have a material adverse effect on our financialcondition and/or results of operations. There can be no assurance, however, that (1) the discovery of environmental conditions,the existence or severity of which were previously unknown; (2) changes in law; (3) the conduct of tenants; or (4) activitiesrelating to properties in the vicinity of our properties, will not expose us to material liability in the future.

ContactInformation

Additionalinformation about us can be found on our website which is located at www.mreic.reit . Information contained on or hyperlinkedfrom our Website is not incorporated by reference into and should not be considered part of this Annual Report on Form 10-K orour other filings with the Securities and Exchange Commission (SEC). We make available, free of charge, on or through our website,annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filedor furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicableafter we electronically file such material with, or furnish it to, the SEC. The SEC maintainsan internet site ( http://www.sec.gov ) that contains reports, proxy and informationstatements, and other information regarding issuers that file electronically with the SEC.

ITEM1A – RISK FACTORS

Thefollowing risk factors address the material risks concerning our business. If any of the risks discussed in this report were tooccur, our business, prospects, financial condition, results of operation and our ability to service our debt and make distributionsto our shareholders could be materially and adversely affected and the market price per share of our stock could decline significantly.Some statements in this report, including statements in the following risk factors, constitute forward-looking statements. Pleaserefer to the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

RealEstate Industry Risks

Ourbusiness and financial results are affected by local real estate conditions in areas where we own properties. We may beaffected adversely by general economic conditions and local real estate conditions. For example, an oversupply of industrial propertiesin a local area or a decline in the attractiveness of our properties to tenants and potential tenants could have a negative effecton us.

Otherfactors that may affect general economic conditions or local real estate conditions include but are not limited to:

	●	population and demographic trends;
	●	employment and personal income trends;
	●	zoning, use and other regulatory restrictions;
	●	income tax laws;
	●	changes in interest rates and availability and costs of financing; and
	●	competition from other available real estate.

Wemay be unable to compete with our larger competitors and other alternatives available to tenants or potential tenants of our properties .The real estate business is highly competitive. We compete for properties with other real estate investors and purchasers, includingother real estate investment trusts, limited partnerships, syndications and private investors, some of whom may have greater financialresources, revenues and geographical diversity than we have. Furthermore, we compete for tenants with other property owners. Allof our industrial properties are subject to significant local competition. We also compete with a wide variety of institutionsand other investors for capital funds necessary to support our investment activities and asset growth. To the extent that we areunable to effectively compete in the marketplace, our business may be adversely affected.

Weare subject to significant regulation that inhibits our activities and may increase our costs . Local zoning and use laws,environmental statutes and other governmental requirements may restrict expansion, rehabilitation and reconstruction activities.These regulations may prevent us from taking advantage of economic opportunities. Legislation such as the Americans with DisabilitiesAct may require us to modify our properties at a substantial cost and noncompliance could result in the imposition of fines oran award of damages to private litigants. Future legislation may impose additional requirements. We may incur additional coststo comply with any future requirements.

Ourinvestments are concentrated in the industrial distribution sector and our business would be adversely affected by an economicdownturn in that sector . Our investments in real estate assets are primarily concentrated in the industrial distributionsector. This concentration may expose us to the risk of economic downturns in this sector to a greater extent than if our businessactivities included a more significant portion of other sectors of the real estate industry.

RisksAssociated with Our Properties

Wemay be unable to renew or extend leases or re-let space as leases expire . While we seek to invest in well-located, modern,single-tenant, industrial buildings, leased to investment-grade tenants or their subsidiaries on long-term net leases, a numberof our properties are subject to short-term leases. When a lease expires, a tenant may elect not to renew or extend it. We maynot be able to re-let the property on similar terms, if we are able to re-let the property at all. The terms of renewal, extensionor re-lease (including the cost of required renovations and/or concessions to tenants) may be less favorable to us than the priorlease. If we are unable to re-let all or a substantial portion of our properties, or if the rental rates upon such re-lettingare significantly lower than expected rates, our cash generated before debt repayments and capital expenditures and our abilityto make expected distributions, may be adversely affected. We have established an annual budget for renovation and re-lettingexpenses that we believe is reasonable in light of each property’s operating history and local market characteristics. However,this budget may not be sufficient to cover these expenses.

Ourbusiness is substantially dependent on certain tenants . FDX, together with its subsidiaries, is our largest tenant, consistingof 62 separate stand-alone leases located in 26 different states as of September 30, 2020. As of September 30, 2020, we had 23.4million square feet of property, of which 10.7 million square feet, or 46%, were leased to FDX and its subsidiaries (5% from FDXand 41% from FDX subsidiaries). As of September 30, 2020, in addition to FDX and its subsidiaries, the only tenants that leased5% or more of our total square footage were subsidiaries of Amazon, which consists of five separate stand-alone leases for propertieslocated in four different states, containing 1.5 million total square feet, comprising 6% of our total leasable squarefeet. Rental and reimbursement revenue from FDX and its subsidiaries is 58% (5% from FDX and 53% from FDX subsidiaries) of totalrental and reimbursement revenue for fiscal 2020. In addition to FDX and its subsidiaries, the only tenants to comprise 5% ormore of our total Rental and Reimbursement Revenue were subsidiaries of Amazon, which represented 6% of our Rental andReimbursement Revenue for the fiscal year ended September 30, 2020. None of our properties are subject to a master lease or anycross-collateralization agreements.

Asa result of this concentration with FDX and its subsidiaries and with subsidiaries of Amazon, our business, financial conditionand results of operations, including the amount of cash available for distribution to our stockholders, could be adversely affectedif we are unable to do business with them or if they reduced their business with us or if they were to become unable to make leasepayments because of a downturn in their business or otherwise. FDX and Amazon are publicly-listed companies and financial informationrelated to these entities are available at the SEC’s website, www.sec.gov .

Weare subject to risks involved in single-tenant leases. We focus our acquisition activitieson real properties that are net-leased to single-tenants. Therefore, the financial failure of, or other default by, a single-tenantunder its lease is likely to cause a significant reduction in the operating cash flow generated by the property leased to thattenant and might decrease the value of that property. In addition, we will be responsible for 100% of the operating costs followinga vacancy at a single-tenant building.

Wemay be affected negatively by tenant financial difficulties and leasing delays . At any time, a tenant may experience adownturn in its business that may weaken its financial condition. Similarly, a general decline in the economy may result in adecline in the demand for space at our industrial properties. As a result, our tenants may delay lease commencement, fail to makerental payments when due, or declare bankruptcy. Any such event could result in the termination of that tenant’s lease andlosses to us.

Wereceive a substantial portion of our income as rents under long-term leases. If tenants are unable to comply with theterms of their leases because of rising costs or falling revenues, we may deem it advisable to modify lease terms to allow tenantsto pay a lower rental rate or a smaller share of operating costs, taxes and insurance. If a tenant becomes insolvent or bankrupt,we cannot be sure that we could recover the premises from the tenant promptly or from a trustee or debtor-in-possession in anybankruptcy proceeding relating to the tenant. We also cannot be sure that we would receive rent in the proceeding sufficient tocover our expenses with respect to the premises. If a tenant becomes bankrupt, the federal bankruptcy code will apply and, insome instances, may restrict the amount and recoverability of our claims against the tenant. A tenant’s default on its obligationsto us for any reason could adversely affect our financial condition and the cash we have available for distribution.

Wemay be unable to sell properties when appropriate because real estate investments are illiquid. Real estate investmentsgenerally cannot be sold quickly and, therefore, will tend to limit our ability to vary our property portfolio promptly in responseto changes in economic or other conditions. In addition, the Code may limit our ability to sell our properties. The inabilityto respond promptly to changes in the performance of our property portfolio could adversely affect our financial condition andability to service debt and make distributions to our shareholders.

Environmentalliabilities could affect our profitability . We face possible environmental liabilities. Environmental laws today can imposeliability on a previous owner or operator of a property that owned or operated the property at a time when hazardous or toxicsubstances were disposed on, or released from, the property. A conveyance of the property, therefore, does not relieve the owneror operator from liability. As a current or former owner and operator of real estate, we may be required by law to investigateand clean up hazardous substances released at or from the properties we currently own or operate or have in the past owned oroperated. We may also be liable to the government or to third parties for property damage, investigation costs and cleanupcosts. In addition, some environmental laws create a lien on the contaminated site in favor of the government for damages andcosts the government incurs in connection with the contamination. Contamination may adversely affect our ability to sell or leasereal estate or to borrow using the real estate as collateral. We are not aware of any environmental liabilities relating to ourinvestment properties which would have a material adverse effect on our business, assets, or results of operations. However, wecannot assure you that environmental liabilities will not arise in the future and that such liabilities will not have a materialadverse effect on our business, assets or results of operation.

Actionsby our competitors may decrease or prevent increases in the occupancy and rental rates of our properties . We compete withother owners and operators of real estate, some of which own properties similar to ours in the same submarkets in which our propertiesare located. If our competitors offer space at rental rates below current market rates or below the rental rates we currentlycharge our tenants, we may lose potential tenants, and we may be pressured to reduce our rental rates below those we currentlycharge in order to retain tenants when our tenants’ leases expire. As a result, our financial condition, cash flow and cashavailable for distribution, the market price of our preferred and common stock and our ability to satisfy our debt service obligationscould be materially and adversely affected.

Wemay be unable to acquire properties on advantageous terms or acquisitions may not perform as we expect. We have acquiredindividual properties and intend to continue to do so. However, we may be unable to acquire any of the properties that we mayidentify as potential acquisition opportunities in the future. Our acquisition activities and their success are subject to thefollowing risks:

	●	when we are able to locate a desired property, competition from other real estate investors may significantly increase the purchase price;
	●	acquired properties may fail to perform as expected;
	●	the actual costs of repositioning or redeveloping acquired properties may be higher than our estimates;
	●	acquired properties may be located in new markets where we face risks associated with an incomplete knowledge or understanding of the local market, a limited number of established business relationships in the area and a relative unfamiliarity with local governmental and permitting procedures;
	●	we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations, and as a result, our results of operations and financial condition could be adversely affected; and
	●	we may acquire properties subject to liabilities and without any recourse, or with only limited recourse, to the seller. As a result, if a claim were asserted against us based upon ownership of those properties, we might have to pay substantial sums to resolve it, which could adversely affect our cash flow and financial condition.

FinancingRisks

Weface inherent risks associated with our debt incurrence . We finance a portion of our investments in properties and marketablesecurities through the incurrence of debt. We are subject to the risks normally associated with debt financing, including therisk that our cash flow will be insufficient to meet required payments of principal and interest. In addition, debt creates otherrisks, including:

	●	rising interest rates on our variable rate debt;
	●	inability to repay or refinance existing debt as it matures, which may result in forced disposition of assets on disadvantageous terms;
	●	one or more lenders under our $225 million unsecured line of credit and our $75 million term loan could refuse to fund their financing commitment to us or could fail, and we may not be able to replace the financing commitment of any such lenders on favorable terms, or at all;
	●	refinancing terms that are less favorable than the terms of existing debt; and
	●	inability to meet required payments of principal and/or interest.

Wemortgage our properties, which subjects us to the risk of foreclosure in the event of non-payment. We mortgage many ofour properties to secure payment of indebtedness and, if we are unable to meet mortgage payments, the property could be foreclosedupon or transferred to the mortgagee with a consequent loss of income and asset value. A foreclosure of one or more of our propertiescould adversely affect our financial condition, results of operations, cash flow, and ability to service debt and make distributionsand the market price of our preferred and common stock.

Weface risks related to “balloon payments” and refinancings. Certain mortgages will have significant outstandingprincipal balances on their maturity dates, commonly known as “balloon payments.” There can be no assurance that wewill have the funds available to fund the balloon payment or that we will be able to refinance the debt on favorable terms orat all. To the extent we cannot either pay off or refinance this debt on favorable terms or at all, we may be forced to disposeof properties on disadvantageous terms or pay higher interest rates, either of which could have an adverse impact on our financialperformance and ability to service debt and make distributions.

Weface risks associated with our dependence on external sources of capital . In order to qualify as a REIT, we are requiredeach year to distribute to our shareholders at least 90% of our REIT taxable income, and we are subject to tax on our income tothe extent it is not distributed. Because of this distribution requirement, we may not be able to fund all future capital needsfrom cash retained from operations. As a result, to fund capital needs, we rely on third-party sources of capital, which we maynot be able to obtain on favorable terms, if at all. Our access to third-party sources of capital depends upon a number of factors,including (i) general market conditions; (ii) the market’s perception of our growth potential; (iii) our current and potentialfuture earnings and cash distributions; and (iv) the market price of our capital stock. Additional debt financing may substantiallyincrease our debt-to-total capitalization ratio. Additional equity issuances may dilute the holdings of our current shareholders.

Wemay become more highly leveraged, resulting in increased risk of default on our obligations and an increase in debt service requirementswhich could adversely affect our financial condition and results of operations and our ability to pay distributions . We have incurred, and may continue to incur, indebtedness in furtherance of our activities .Our governing documents do not limit the amount of indebtedness we may incur. Accordingly, our Board of Directors may authorizeus to incur additional debt. We could therefore become more highly leveraged, resulting in an increased risk of default on ourobligations and an increase in debt service requirements which could adversely affect our financial condition and results of operationsand our ability to pay distributions to shareholders.

Fluctuationsin interest rates could materially affect our financial results. Because a portion of our debt bears interest at variablerates, increases in interest rates could materially increase our interest expense. If the United States Federal Reserve increasesshort-term interest rates, this may have a significant upward impact on shorter-term interest rates, including the interest ratesthat our variable rate debt is based upon. Potential future increases in interest rates and credit spreads may increase our interestexpense and affect our ability to obtain fixed rate debt at favorable interest rates and therefore negatively affect our financialcondition and results of operations, and reduce our access to the debt or equity capital markets.

Theinterest rate on our unsecured line of credit facility is based on the London Interbank Offered Rate (“LIBOR”) orBank of Montreal’s (BMO’s) prime lending rate. All indications are that the LIBOR reference rate will no longer bepublished as of December 31, 2021. At that point in time, our unsecured line of credit facility will no longer have the LIBORreference rate available and the reference rate will need to be replaced or we will be required to use BMO’s prime lendingrate as a reference rate, which historically has resulted in higher effective interest rates than the LIBOR reference rate. Wehave very good working relationships with our lenders and all indications we have received from our lenders is that their goalis to have a replacement reference rate for our unsecured line of credit facility. However, because this is the first timea reference rate for our unsecured line of credit facility will stop being published, we cannot be sure how a replacement rateevent will conclude. Until we have more clarity from our lenders on how they plan on dealing with a replacement rate event, wecannot be certain of the impact to us.

Covenantsin our loan documents could limit our flexibility and adversely affect our financial condition . The terms of our variouscredit agreements and other indebtedness require us to comply with a number of customary financial and other covenants, such asmaintaining debt service coverage and leverage ratios and maintaining insurance coverage. These covenants may limit our flexibilityin our operations, and breaches of these covenants could result in defaults under the instruments governing the applicable indebtednesseven if we had satisfied our payment obligations. If we were to default under credit agreements or other debt instruments, ourfinancial condition could be adversely affected.

RisksRelated to our Status as a REIT

Ifour leases are not respected as true leases for federal income tax purposes, we would fail to qualify as a REIT. To qualifyas a REIT, we must, among other things, satisfy two gross income tests, under which specified percentages of our gross incomemust be passive income, such as rent. For the rent paid pursuant to our leases to qualify for purposes of the gross income tests,the leases must be respected as true leases for federal income tax purposes and not be treated as service contracts, joint venturesor some other type of arrangement. The determination of whether a lease is a true lease depends upon an analysis of all the surroundingfacts and circumstances. We believe that our leases will be respected as true leases for federal income tax purposes. However,there can be no assurance that the Internal Revenue Service (IRS) will agree with this view. If the leases are not respected astrue leases for federal income tax purposes, we would not be able to satisfy either of the two gross income tests applicable toREITs, and we could lose our REIT status.

Failureto make required distributions would subject us to additional tax. In orderto qualify as a REIT, we must, among other requirements, distribute, each year, to our shareholders at least 90 percent of ourtaxable income, excluding net capital gains. To the extent that we satisfy the 90 percent distribution requirement, but distributeless than 100 percent of our taxable income, we will be subject to federal corporate income tax on our undistributed income. Inaddition, we will incur a 4 percent nondeductible excise tax on the amount, if any, by which our distributions (or deemed distributions)and the amounts of income retained on which we have paid corporate income tax in any year are less than the sum of:

	●	85 percent of our ordinary income for that year;
	●	95 percent of our capital gain net earnings for that year; and
	●	100 percent of our undistributed taxable income from prior years.

Tothe extent we pay out in excess of 100 percent of our taxable income for any tax year, we may be able to carry forward such excessto subsequent years to reduce our required distributions for purposes of the 4 percent excise tax in such subsequent years. Weintend to pay out our income to our shareholders in a manner intended to satisfy the 90 percent distribution requirement. Differencesin timing between the recognition of income and the related cash receipts, the effects of non-deductible capital expenditures,the creation of reserves or the effect of required debt amortization payments could require us to borrow money or sell assets(potentially during unfavorable market conditions) to pay out enough of our taxable income to satisfy the 90 percent distributionrequirement and to avoid corporate income tax.

Wemay not have sufficient cash available from operations to pay distributions, and, therefore, distributions may be made from borrowings. The actual amount and timing of distributions will be determined by our Board of Directors in its discretion and typicallywill depend on the amount of cash available for distribution, which will depend on items such as current and projected cash requirements,limitations on distributions imposed by law or our financing arrangements and tax considerations. As a result, we may not havesufficient cash available from operations to pay distributions as required to maintain our status as a REIT. Therefore, we mayneed to borrow funds to make sufficient cash distributions in order to maintain our status as a REIT, which may cause us to incuradditional interest expense as a result of an increase in borrowed funds for the purpose of paying distributions.

Wemay be required to pay a penalty tax upon the sale of a property. The federalincome tax provisions applicable to REITs provide that any gain realized by a REIT on the sale of property, other than foreclosureproperty, held as inventory or other property held primarily for sale to customers in the ordinary course of business is treatedas income from a “prohibited transaction” that is subject to a 100 percent penalty tax. Under current law, unlessa sale of real property qualifies for a safe harbor, the question of whether the sale of real estate or other property constitutesthe sale of property held primarily for sale to customers is generally a question of the facts and circumstances regarding a particulartransaction. It is our intent that we and our subsidiaries will hold the interests in the real estate for investment with a viewto long-term appreciation, engage in the business of acquiring and owning real estate, and make occasional sales as are consistentwith our investment objectives. We do not intend to engage in prohibited transactions. We cannot assure you, however, that wewill only make sales that satisfy the requirements of the safe harbors or that the IRS will not successfully assert that one ormore of such sales are prohibited transactions. The 100% tax will not apply to gains from the sale of property that is held througha taxable REIT subsidiary or other taxable corporation, although such income will be subject to tax in the hands of the corporationat regular U.S. federal income tax rates.

Thereis a risk of changes in the tax law applicable to real estate investment trusts . Because the IRS, the United States TreasuryDepartment and Congress frequently review federal income tax legislation, we cannot predict whether, when or to what extent newfederal tax laws, regulations, interpretations or rulings will be adopted. Any of such legislative actions may prospectively orretroactively modify our tax treatment and, therefore, may adversely affect taxation of us and/or our investors.

The recently enacted Tax Cuts and Jobs Act of 2017, or the TCJA , as amended by the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, has significantly changed the U.S. federalincome taxation of U.S. businesses and their owners, including REITs and their shareholders. Changes made by the TCJA and the CARESAct that could affect us and our shareholders include:

	●	temporarily reducing individual U.S. federal income tax rates on ordinary income; the highest individual U.S. federal income tax rate has been reduced from 39.6% to 37% for taxable years beginning after December 31, 2017 and before January 1, 2026;
	●	permanently eliminating the progressive corporate tax rate structure, with a maximum corporate tax rate of 35%, and replacing it with a flat corporate tax rate of 21%;
	●	permitting a deduction for certain pass-through business income, including dividends received by our shareholders from us that are not designated by us as capital gain dividends or qualified dividend income, which will generally allow individuals, trusts, and estates to deduct up to 20% of such amounts for taxable years beginning after December 31, 2017 and before January 1, 2026;
	●	reducing the highest rate of withholding with respect to our distributions to non-U.S. stockholders that are treated as attributable to gains from the sale or exchange of U.S. real property interests from 35% to 21%;
	●	limiting our deduction for net operating losses to 80% of REIT taxableincome (prior to the application of the dividends paid deduction) for taxable years beginning after December 31, 2020;
	●	generally limiting the deduction for net business interest expensein excess of a specified percentage (50% for taxable years beginning in 2019 and 2020 and 30% for subsequent taxable years) ofa business’s adjusted taxable income except for taxpayers that engage in certain real estate businesses and elect out ofthis rule (provided that such electing taxpayers must use an alternative depreciation system for certain property); and
	●	eliminating the corporate alternative minimum tax.

Youare urged to consult with your tax advisor with respect to the status of legislative, regulatory, judicial or administrative developmentsand proposals and their potential effect on an investment in our securities.

Toqualify as a REIT, we must comply with certain highly technical and complex requirements . We cannot be certain we havecomplied, and will always be able to comply, with the requirements to qualify as a REIT because there are few judicial and administrativeinterpretations of these provisions. In addition, facts and circumstances that may be beyond our control may affect our abilityto continue to qualify as a REIT. We cannot assure you that new legislation, regulations, administrative interpretations or courtdecisions will not change the tax laws significantly with respect to our qualification as a REIT or with respect to the federalincome tax consequences of qualification. We believe that we have qualified as a REIT since our inception and intend to continueto qualify as a REIT. However, we cannot assure you that we are qualified or will remain qualified.

Wemay be unable to comply with the strict income distribution requirement applicable to REITs . As noted above, to maintainqualification as a REIT under the Code, a REIT must annually distribute to its shareholders at least 90% of its REIT taxable income,excluding the dividends paid deduction and net capital gains. This requirement limits our ability to accumulate capital. We maynot have sufficient cash or other liquid assets to meet the 90% distribution requirements. Difficulties in meeting the 90% distributionrequirement might arise due to competing demands for our funds or to timing differences between tax reporting and cash receiptsand disbursements, because income may have to be reported before cash is received, because expenses may have to be paid beforea deduction is allowed, because deductions may be disallowed or limited or because the IRS may make a determination that adjustsreported income. In those situations, we might be required to borrow funds or sell properties on adverse terms in order to meetthe 90% distribution requirement and interest and penalties could apply which could adversely affect our financial condition.If we fail to satisfy the 90% distribution requirement, we would cease to be taxed as a REIT.

Notwithstandingour status as a REIT, we are subject to various federal, state and local taxes on our income and property . For example,we will be taxed at regular corporate rates on any undistributed taxable income, including undistributed net capital gains; provided,however, that properly designated undistributed capital gains will effectively avoid taxation at the shareholder level. We maybe subject to other federal income taxes and may also have to pay some state income or franchise taxes because not all statestreat REITs in the same manner as they are treated for federal income tax purposes. In addition, any taxable REIT subsidiary thatwe may form will be subject to regular corporate federal, state and local taxes. Any of these taxes would decrease cash availablefor distributions to stockholders.

OtherRisks

Wemay not be able to access adequate cash to fund our business. Our business requires access to adequate cash to financeour operations, distributions, capital expenditures, debt service obligations, development and redevelopment costs and propertyacquisition costs, if any. We expect to generate the cash to be used for these purposes primarily with operating cash flow, borrowingsunder secured and unsecured term loans, proceeds from sales of strategically identified assets and, when market conditions permit,through the issuance of debt and equity securities from time to time. We may not be able to generate sufficient cash to fund ourbusiness, particularly if we are unable to renew or extend leases, lease vacant space or re-lease space as leases expire accordingto expectations.

Weare dependent on key personnel. Our executive and other senior officers have a significant role in our success. Our abilityto retain our management group or to attract suitable replacements should any members of the management group leave is dependenton the competitive nature of the employment market. The loss of services from key members of the management group or a limitationin their availability could adversely affect our financial condition and cash flow. Further, such a loss could be negatively perceivedin the capital markets.

Wemay amend our business policies without shareholder approval . Our Board of Directors determines our growth, investment,financing, capitalization, borrowing, operations and distributions policies. In addition, our charter provides that our Boardof Directors may revoke or otherwise terminate our REIT election, without the approval of our shareholders, if it determines thatit is no longer in our best interest to continue to qualify as a REIT. Although our Board of Directors has no present intentionto amend or reverse any of these policies, they may be amended or revised without notice to shareholders. Accordingly, shareholdersmay not have control over changes in our policies. We cannot assure you that changes in our policies will serve fully the interestsof all shareholders.

Themarket value of our preferred and common stock could decrease based on our performance and market perception and conditions . The market value of our preferred and common stock may be based primarily upon the market’s perception of our growthpotential and current and future cash dividends, and may be secondarily based upon the real estate market value of our underlyingassets. The market price of our preferred and common stock is influenced by their respective distributions relative to marketinterest rates. Rising interest rates may lead potential buyers of our stock to expect a higher distribution rate, which couldadversely affect the market price of our stock. In addition, rising interest rates could result in increased expense, therebyadversely affecting cash flow and our ability to service our indebtedness and pay distributions.

Thereare restrictions on the ownership and transfer of our capital stock . To maintain our qualification as a REIT under theCode, no more than 50% in value of our outstanding capital stock may be owned, actually or by attribution, by five or fewer individuals,as defined in the Code to also include certain entities, during the last half of a taxable year. Accordingly, our charter containsprovisions restricting the ownership and transfer of our capital stock. These restrictions may discourage a tender offer or othertransaction, or a change in management or of control of us that might involve a premium price for our common stock or preferredstock or that our shareholders otherwise believe to be in their best interests, and may result in the transfer of shares acquiredin excess of the restrictions to a trust for the benefit of a charitable beneficiary and, as a result, the forfeiture by the acquirerof the benefits of owning the additional shares.

Ourearnings are dependent, in part, upon the performance of our investment portfolio . As permitted by the Code, we opportunisticallyinvest in marketable securities of other REITs. We intend to limit the size of this portfolio to no more than approximately 5%of our undepreciated assets, which we define as total assets excluding accumulated depreciation. We continue to believe that ourREIT securities portfolio provides us with diversification, income, a source of potential liquidity when needed and also servesas a proxy for real estate when more favorable risk adjusted returns are not available in the private real estate markets. Ourdecision to reduce this threshold mainly stems from the implementation of accounting rule ASU 2016-01, “Financial Instruments– Overall: Recognition and Measurement of Financial Assets and Financial Liabilities”, which took effect at the beginningof our fiscal year ended September 30, 2019. This new rule requires that quarterly changes in the market value of our marketablesecurities flow through our Consolidated Statements of Income. The implementation of this accounting rule has resulted in increasedvolatility in our reported earnings and some of our key performance metrics. To the extent that the fair value of those investmentsdecline or those investments do not provide an attractive return, our earnings and cash flow could be adversely affected. As mentionedabove, beginning with our fiscal year ended September 30, 2019, all changes in the fair value of the equity securities of otherREITs that we own, whether realized or unrealized, were recognized as gains or losses in our consolidated statement of income.As a result, fluctuations in the fair value of those investments will impact our earnings even if we have not sold the underlyinginvestments.

Weare subject to restrictions that may impede our ability to effect a change in control . Certain provisions contained inour charter and bylaws and certain provisions of Maryland law may have the effect of discouraging a third party from making anacquisition proposal for us and thereby inhibit a change in control. These provisions include the following:

	●	Our charter provides for three classes of directors with the term of office of one class expiring each year, commonly referred to as a “staggered board.” By preventing common shareholders from voting on the election of more than one class of directors at any annual meeting of shareholders, this provision may have the effect of keeping the current members of our Board of Directors in control for a longer period of time than shareholders may desire.
	●	Our charter generally limits any stockholder from acquiring more than 9.8% (in value or in number of shares, whichever is more restrictive) of our outstanding equity stock (defined as all of our classes of capital stock, except our excess stock). While this provision is intended to assist us in qualifying as a REIT for federal income tax purposes, the ownership limit may also limit the opportunity for shareholders to receive a premium for their shares of common stock that might otherwise exist if an investor was attempting to assemble a block of shares in excess of 9.8% of the outstanding shares of equity stock or otherwise affect a change in control.
	●	The request of shareholders entitled to cast a majority of the votes entitled to be cast at such meeting is necessary for shareholders to call a special meeting. We also require advance notice from shareholders for the nomination of directors or proposals of business to be considered at a meeting of shareholders.
	●	Our Board of Directors may authorize and cause us to issue securities without shareholder approval. Under our charter, our Board of Directors has the power to classify and reclassify any of our unissued shares of capital stock into shares of capital stock with such preferences, rights, powers and restrictions as the Board of Directors may determine.

	●	“Business combination” provisions that provide that, unless exempted, a Maryland corporation may not engage in certain business combinations, including mergers, dispositions of 10 percent or more of its assets, certain issuances of shares of stock and other specified transactions, with an “interested shareholder” or an affiliate of an interested shareholder for five years after the most recent date on which the interested shareholder became an interested shareholder, and thereafter unless specified criteria are met. An interested shareholder is defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof or an affiliate or associate of ours who was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding voting stock at any time within the two-year period immediately prior to the date in question. In our charter, we have expressly elected that the Maryland Business Combination Act not govern or apply to any transaction with a related company, UMH Properties, Inc. (UMH), a Maryland corporation.
	●	The duties of directors of a Maryland corporation do not require them to, among other things (a) accept, recommend or respond to any proposal by a person seeking to acquire control of the corporation, (b) authorize the corporation to redeem any rights under, or modify or render inapplicable, any shareholders rights plan, (c) make a determination under the Maryland Business Combination Act or the Maryland Control Share Acquisition Act to exempt any person or transaction from the requirements of those provisions, or (d) act or fail to act solely because of the effect of the act or failure to act may have on an acquisition or potential acquisition of control of the corporation or the amount or type of consideration that may be offered or paid to the shareholders in an acquisition.

Wecannot assure you that we will be able to pay distributions regularly. Our ability to pay distributions in the futureis dependent on our ability to operate profitably and to generate cash from our operations and the operations of our subsidiariesand is subject to limitations under our financing arrangements and Maryland law. Under the Maryland General Corporation Law, aMaryland corporation generally may not make a distribution if, after giving effect to the distribution, the corporation wouldnot be able to pay its debts as the debts became due in the usual course of business, or the corporation’s total assetswould be less than the sum of its total liabilities plus, unless the charter permits otherwise, the amount that would be neededif the corporation were to be dissolved at the time of the distribution to satisfy the preferential rights upon dissolution ofstockholders whose preferential rights on dissolution are superior to those receiving the distribution. Accordingly, we cannotguarantee that we will be able to pay distributions on a regular quarterly basis in the future.

Dividendson our capital stock do not qualify for the reduced tax rates available for some dividends. Income from “qualifieddividends” payable to U.S. stockholders that are individuals, trusts and estates are generally subject to tax at preferentialrates. Dividends payable by REITs, however, generally are not eligible for the preferential tax rates applicable to qualifieddividend income. Although these rules do not adversely affect our taxation or the dividends payable by us, to the extent thatthe preferential rates continue to apply to regular corporate qualified dividends, investors who are individuals, trusts and estatesmay perceive an investment in us to be relatively less attractive than an investment in the stock of a non-REIT corporation thatpays dividends, which could materially and adversely affect the value of the shares of, and per share trading price of, our capitalstock.

GeneralRisk Factors

Coverageunder our existing insurance policies may be inadequate to cover losses . Weather conditions and natural disasters suchas hurricanes, tornadoes, earthquakes, floods, droughts, fires and other environmental conditions can harm our business operations.We generally maintain insurance policies related to our business, including casualty, general liability and other policies, coveringour business operations, employees and assets. However, we would be required to bear all losses that are not adequately coveredby insurance. In addition, there are certain losses that are not generally insured because it is not economically feasible toinsure against them, including losses due to riots or acts of war. If an uninsured loss or a loss in excess of insured limitswere to occur with respect to one or more of our properties, then we could lose the capital we invested in the properties, aswell as the anticipated future revenue from the properties and, in the case of debt, which is with recourse to us, we would remainobligated for any mortgage debt or other financial obligations related to the properties. Although we believe that our insuranceprograms are adequate, we cannot assure you that we will not incur losses in excess of our insurance coverage, or that we willbe able to obtain insurance in the future at acceptable levels and reasonable costs.

Futureterrorist attacks and military conflicts could have a material adverse effect on general economic conditions, consumer confidenceand market liquidity. Among other things, it is possible that interest ratesmay be affected by these events. An increase in interest rates may increase our costs of borrowing, leading to a reduction inour earnings. Terrorist acts could also result in significant damages to, or loss of, our properties. We and our tenants may beunable to obtain adequate insurance coverage on acceptable economic terms for losses resulting from acts of terrorism. Our lendersmay require that we carry terrorism insurance even if we do not believe this insurance is necessary or cost effective. We mayalso be prohibited under the applicable lease from passing all or a portion of the cost of such insurance through to the tenant.Should an act of terrorism result in an uninsured loss or a loss in excess of insured limits, we could lose capital invested ina property, as well as the anticipated future revenues from a property, while remaining obligated for any mortgage indebtednessor other financial obligations related to the property. Any loss of these types could adversely affect our financial condition.

Disruptionsin the financial markets could affect our ability to obtain financing on reasonable terms and have other adverse effects on usand the market price of our capital stock. Over the last several years, the United States stock and credit markets haveexperienced significant price volatility, dislocations and liquidity disruptions, which have caused market prices of many stocksand debt securities to fluctuate substantially and the spreads on prospective debt financing to widen considerably. Continueduncertainty in the stock and credit markets may negatively impact our ability to access additional financing at reasonable terms,which may negatively affect our ability to acquire properties and otherwise pursue our investment strategy. A prolonged downturnin the stock or credit markets may cause us to seek alternative sources of potentially less attractive financing, and may requireus to adjust our investment strategy accordingly. These types of events in the stock and credit markets may make it more difficultor costly for us to raise capital through the issuance of the common stock, preferred stock or debt securities. The potentialdisruptions in the financial markets may have a material adverse effect on the market value of the common stock and preferredstock and the return we receive on our properties and investments, as well as other unknown adverse effects on us or the economyin general.

Weare subject to risks arising from litigation. We may become involved in litigation.Litigation can be costly, and the results of litigation are often difficult to predict. We may not have adequate insurance coverageor contractual protection to cover costs and liability in the event we are sued, and to the extent we resort to litigation toenforce our rights, we may incur significant costs and ultimately be unsuccessful or unable to recover amounts we believe areowed to us. We may have little or no control of the timing of litigation, which presents challenges to our strategic planning.

Weare subject to risks relating to cybersecurity. An information security or operational technology incident, includinga cybersecurity breach, could have a material adverse impact on our business or reputation. As part of our regular review of potentialrisks, we have an Information Technology (“IT”) Manager who works with our IT service providers to identify and mitigateany such risks. We have established a Cybersecurity Subcommittee of our Board’s Audit Committee to review and provide highlevel guidance on cybersecurity related issues of importance to the Company. We purchase cyber liability insurance in amountsdeemed reasonable by our insurance advisors.

Weface various risks and uncertainties related to public health crises, including the recent and ongoing global outbreak of thenovel coronavirus (COVID-19). The COVID-19 pandemic and its impacts are uncertain and hard to measure, but may have a materialadverse effect on us. We face various risks and uncertainties related to public health crises, including ongoing globalCOVID-19 pandemic, which has disrupted financial markets and significantly impacted worldwide economic activity to date and islikely to continue to do so. The future effects of the evolving impact of the COVID-19 pandemic as well as mandatory and voluntaryactions taken to mitigate the public health impact of the pandemic may have a material adverse effect on our financial condition.The COVID-19 pandemic and social and governmental responses to the pandemic have caused, and are likely to continue to cause,severe economic, market and other disruptions worldwide. Although the COVID-19 pandemic and related societal and government responseshave not, to date, had a material impact on our business or financial results, the extent to which COVID-19 and related actionsmay, in the future, impact our operations cannot be predicted with any degree of confidence. As a result, we cannot at this timepredict the impact of the COVID-19 pandemic, but it could have a material adverse effect on our business, financial condition,liquidity, results of operations and prospects.

ITEM1B – UNRESOLVED STAFF COMMENTS

None.

ITEM2 - PROPERTIES

Weoperate as a REIT. Our portfolio is primarily comprised of real estate holdings, some of which have been long-term holdings carriedon our financial statements at depreciated cost. We believe that their current market values exceed both the original cost andthe depreciated cost. The following table sets forth certain information concerning our real estate investments as of September30, 2020:

												Mortgage
												Balance
State		City (MSA, if applicable) (Tenant)		Fiscal Year Acquisition		Type		Square Footage				9/30/2020 ( in thousands )
AL		Huntsville (FDX Ground)		2005		Industrial			88,653			$	-0-
AL		Mobile (Amazon)		2018		Industrial			362,942				16,728
AZ		Tolleson (Phoenix) (Coca-Cola)		2003		Industrial			283,358				2,010
CO		Colorado Springs (FDX Ground)		2016		Industrial			225,362				14,571
CO		Denver (FDX Ground)		2005		Industrial			69,865				-0-
CT		Newington (Hartford) (Vacant)		2001		Industrial			54,812				-0-
FL		Cocoa (FDX Ground)		2008		Industrial			144,138				-0-
FL		Davenport (Orlando) (FDX Ground)		2016		Industrial			310,922				20,788
FL		Daytona Beach (B. Braun)		2018		Industrial			399,440				17,219
FL		Ft. Myers (FDX Ground)		2017		Industrial			213,672				11,707
FL		Homestead (Miami) (FDX Ground)		2017		Industrial			237,756				20,616
FL		Jacksonville (FDX)		1999		Industrial			95,883				-0-
FL		Jacksonville (FDX Ground)		2015		Industrial			297,579				13,854
FL		Lakeland (FDX)		2006		Industrial			32,105				-0-
FL		Orlando (FDX)		2008		Industrial			110,638				-0-
FL		Punta Gorda (FDX)		2007		Industrial			34,624				-0-
FL		Tampa (FDX Ground)		2004		Industrial			170,779				-0-
FL		Tampa (FDX)		2006		Industrial			95,662				-0-
FL		Tampa (Tampa Bay Grand Prix)		2005		Industrial			68,385				-0-
GA		Augusta (FDX Ground)		2005		Industrial			59,358				-0-
GA		Augusta (FDX)		2006		Industrial			30,184				-0-
GA		Braselton (Atlanta) (FDX Ground)		2018		Industrial			373,750				35,856
GA		Griffin (Atlanta) (Rinnai)		2006		Industrial			218,120				-0-
GA		Savannah (Shaw)		2018		Industrial			831,764				28,324
GA		Savannah (FDX Ground)		2019		Industrial			126,520				16,001
IA		Urbandale (Des Moines) (Foundation Building Materials)		1994		Industrial			36,270				-0-
IL		Burr Ridge (Chicago) (Sherwin-Williams)		1997		Industrial			12,500				-0-
IL		Elgin (Chicago) (Joseph T. Ryerson and Son)		2002		Industrial			89,052				-0-
IL		Granite City (St. Louis, MO) (Anheuser-Busch)		2001		Industrial			184,800				-0-
IL		Montgomery (Chicago) (Home Depot)		2004		Industrial			171,200				-0-
IL		Rockford (United Technologies)		2015		Industrial			38,833				-0-
IL		Rockford (Sherwin-Williams)		2011		Industrial			66,387				-0-
IL		Sauget (St. Louis, MO) (FDX Ground)		2015		Industrial			198,773				7,322
IL		Schaumburg (Chicago) (FDX)		1997		Industrial			73,500				-0-
IL		Wheeling (Chicago) (FDX Ground)		2003		Industrial			123,000				-0-
IN		Greenwood (Indianapolis) (ULTA)		2015		Industrial			671,354				17,346
IN		Indianapolis (FDX Ground)		2014		Industrial			327,822				8,431
IN		Greenwood (Indianapolis) (Amazon)		2020		Industrial			615,747				50,855
IN		Lafayette (Toyota)		2019		Industrial			350,000				16,101
KS		Edwardsville (Kansas City) (Carlisle Tire)		2003		Industrial			179,280				-0-
KS		Edwardsville (Kansas City) (International Paper)		2014		Industrial			280,000				7,627
KS		Olathe (Kansas City) (FDX Ground)		2016		Industrial			313,763				17,513
KS		Topeka (Coca-Cola)		2009		Industrial			40,000				288
KY		Buckner (Louisville) (Treehouse)		2014		Industrial			558,600				13,796
KY		Frankfort (Lexington) (Jim Beam)		2015		Industrial			599,840				14,611
KY		Louisville (Snap-on)		2016		Industrial			137,500				5,702
LA		Covington (New Orleans) (FDX Ground)		2016		Industrial			175,315				9,686
MD		Beltsville (Washington, DC) (FDX Ground)		2001		Industrial			148,881				-0-
MI		Livonia (Detroit) (FDX Ground)		2013		Industrial			172,005				4,973
MI		Orion (FDX Ground)		2007		Industrial			245,633				-0-
MI		Romulus (Detroit) (FDX)		1998		Industrial			71,933				-0-
MI		Walker (Grand Rapids) (FDX Ground)		2017		Industrial			343,483				17,219
MN		Stewartville (Rochester) (FDX Ground) (1)		2013		Industrial			60,398				1,578
MO		Kansas City (Bunzl)		2015		Industrial			158,417				6,273
MO		Liberty (Kansas City) (Dakota Bodies)		1998		Industrial			96,687				-0-
MO		O’Fallon (St. Louis) (Pittsburgh Glass Works)		1994		Industrial			102,135				-0-
MO		St. Joseph (Woodstream/Altec)		2001		Industrial			382,880				-0-
MS		Olive Branch (Memphis, TN) (Anda)		2012		Industrial			234,660				6,259
MS		Olive Branch (Memphis, TN) (Milwaukee Tool)		2013		Industrial			861,889				18,042

												Mortgage
												Balance
State		City (MSA)		Fiscal Year Acquisition		Type		Square Footage				9/30/2020 (in thousands)
MS		Richland (Jackson) (FDX)		1994		Industrial			36,000			$	-0-
MS		Ridgeland (Jackson) (Graybar)		1993		Industrial			26,340				-0-
NC		Concord (Charlotte) (FDX Ground)		2016		Industrial			330,717				15,449
NC		Concord (Charlotte) (FDX Ground)		2017		Industrial			354,482				22,067
NC		Fayetteville (Victory Packaging)		1997		Industrial			148,000				-0-
NC		Whitsett (Greensboro) (FDX Ground)		2020		Industrial			286,281				29,902
NC		Winston-Salem (Style Crest)		2002		Industrial			106,507				-0-
NE		Omaha (FDX)		1999		Industrial			89,115				-0-
NJ		Carlstadt (New York, NY) (SOFIVE) (2)		2001		Industrial			60,400				1,227
NJ		Somerset (Various Tenants) (3)		1970		Shopping Center			64,220				-0-
NJ		Trenton (FDX Ground)		2019		Industrial			347,145				49,955
NY		Cheektowaga (Buffalo) (Sonwil)		2002		Industrial			104,981				-0-
NY		Halfmoon (Albany) (Cardinal Health)		2012		Industrial			75,000				-0-
NY		Hamburg (Buffalo) (FDX Ground)		2017		Industrial			338,584				18,770
OH		Bedford Heights (Cleveland) (FDX)		2007		Industrial			82,269				-0-
OH		Cincinnati (Keurig Dr Pepper)		2015		Industrial			63,840				-0-
OH		Lancaster (Columbus) (Magna)		2020		Industrial			153,000				9,091
OH		Kenton (International Paper)		2017		Industrial			298,472				10,247
OH		Lebanon (Cincinnati) (Siemens Real Estate)		2012		Industrial			51,130				-0-
OH		Monroe (Cincinnati) (UGN)		2015		Industrial			387,000				12,560
OH		Richfield (Cleveland) (FDX Ground)		2006		Industrial			131,152				-0-
OH		Stow (Cooper Tire)		2017		Industrial			219,765				10,809
OH		Streetsboro (Cleveland) (Best Buy)		2012		Industrial			368,060				8,025
OH		West Chester Twp. (Cincinnati) (FDX Ground)		2000		Industrial			103,818				-0-
OK		Oklahoma City (Amazon)		2018		Industrial			300,000				17,369
OK		Oklahoma City (Amazon II)		2020		Industrial			120,780				9,750
OK		Oklahoma City (Bunzl)		2017		Industrial			110,361				4,692
OK		Oklahoma City (FDX Ground)		2012		Industrial			158,340				2,341
OK		Tulsa (Keurig Dr Pepper)		2014		Industrial			46,240				1,413
PA		Altoona (FDX Ground) (1)		2014		Industrial			122,522				2,426
PA		Imperial (Pittsburgh) (GE)		2016		Industrial			125,860				9,586
PA		Monaca (Pittsburgh) (NF&M)		1977		Industrial			255,658				-0-
SC		Aiken (Augusta, GA) (Autoneum)		2017		Industrial			315,560				12,861
SC		Charleston (FDX)		2018		Industrial			121,683				12,222
SC		Charleston (FDX Ground)		2018		Industrial			265,318				26,794
SC		Ft. Mill (Charlotte, NC) (FDX Ground)		2010		Industrial			176,939				-0-
SC		Hanahan (Charleston) (SAIC)		2005		Industrial			302,400				-0-
SC		Hanahan (Charleston) (Amazon)		2005		Industrial			91,776				-0-
TN		Chattanooga (FDX)		2007		Industrial			60,637				-0-
TN		Lebanon (Nashville) (Cracker Barrel)		2011		Industrial			381,240				-0-
TN		Memphis (FDX Trade Networks)		2010		Industrial			449,900				3,304
TN		Shelby County (Land)		2007		Land			N/A				-0-
TX		Carrollton (Dallas) (United Technologies)		2010		Industrial			184,317				4,733
TX		Corpus Christi (FDX Ground)		2012		Industrial			46,253				-0-
TX		Edinburg (FDX Ground)		2011		Industrial			164,207				-0-
TX		El Paso (FDX Ground)		2006		Industrial			144,149				-0-
TX		Ft. Worth (Dallas) (FDX Ground)		2015		Industrial			304,608				17,879
TX		Houston (National Oilwell)		2010		Industrial			91,295				1,102
TX		Lindale (Tyler) (FDX Ground)		2015		Industrial			163,378				4,827
TX		Mesquite (Dallas) (FDX Ground)		2017		Industrial			351,874				27,350
TX		Spring (Houston) (FDX Ground)		2014		Industrial			181,176				6,623
TX		Waco (FDX Ground)		2012		Industrial			150,710				3,613
UT		Ogden (Salt Lake City) (FDX)		2020		Industrial			69,734				8,251
VA		Charlottesville (FDX)		1999		Industrial			48,064				-0-
VA		Mechanicsville (Richmond) (FDX)		2001		Industrial			112,799				-0-
VA		Richmond (Locke Supply)		2004		Industrial			60,000				-0-
VA		Roanoke (CHEP USA)		2007		Industrial			83,000				-0-
VA		Roanoke (FDX Ground)		2013		Industrial			103,402				3,395
WA		Burlington (Seattle/Everett) (FDX Ground)		2016		Industrial			210,445				15,471
WI		Cudahy (Milwaukee) (FDX Ground)		2001		Industrial			139,564				-0-
WI		Green Bay (FDX Ground) (1)		2013		Industrial			99,102				1,971
									23,398,377			$	807,371

(1)	One loan is secured by the properties located in Green Bay, WI, Stewartville, MN and Altoona, PA.
(2)	We own a 51% controlling equity interest.
(3)	We own a 67% controlling equity interest.

Thefollowing table sets forth certain information concerning the principal tenants and leases for our properties shown above as ofSeptember 30, 2020:

State

City (MSA)

Tenant

Annualized Rent (in thousands)

Lease Expiration

AL

Huntsville

FedEx Ground Package System, Inc.

$

605

07/31/26

AL

Mobile

Amazon.com Services, Inc. (Amazon.com, Inc.)

2,045

11/30/28

AZ

Tolleson (Phoenix)

Western Container Corp. (Coca-Cola)

1,393

04/30/27

CO

Colorado Springs

FedEx Ground Package System, Inc.

1,832

01/31/26

CO

Denver

FedEx Ground Package System, Inc.

609

10/31/25

CT

Newington (Hartford)

Vacant

N/A

N/A

FL

Cocoa

FedEx Ground Package System, Inc.

1,112

09/30/24

FL

Davenport (Orlando)

FedEx Ground Package System, Inc.

2,619

04/30/31

FL

Daytona Beach

B. Braun Medical Inc.

2,159

03/31/28

FL

Ft. Myers

FedEx Ground Package System, Inc.

1,418

08/31/27

FL

Homestead (Miami)

FedEx Ground Package System, Inc.

2,282

03/31/32

FL

Jacksonville

FedEx Corporation

536

05/31/29

FL

Jacksonville

FedEx Ground Package System, Inc.

1,998

12/31/29

FL

Lakeland

FedEx Corporation

155

11/30/27

FL

Orlando

FedEx Corporation

666

11/30/27

FL

Punta Gorda

FedEx Corporation

284

06/30/27

FL

Tampa

FedEx Ground Package System, Inc.

1,624

07/31/26

FL

Tampa

FedEx Corporation

603

11/30/27

FL

Tampa

Tampa Bay Grand Prix

361

09/30/27

(1)

GA

Augusta

FedEx Ground Package System, Inc.

513

06/30/23

(1)

GA

Augusta

FedEx Corporation

121

11/30/22

GA

Braselton (Atlanta)

FedEx Ground Package System, Inc.

3,782

02/28/33

GA

Griffin (Atlanta)

Rinnai America Corporation

894

12/31/22

(1)

GA

Savannah

Shaw Industries, Inc.

3,529

09/30/27

GA

Savannah

FedEx Ground Package System, Inc.

1,755

10/31/28

IA

Urbandale (Des Moines)

Foundation Building Materials, LLC

178

12/31/27

(2)

IL

Burr Ridge (Chicago)

Sherwin-Williams Company

162

10/31/26

IL

Elgin (Chicago)

Joseph T. Ryerson and Son, Inc.

514

01/31/25

(1)

IL

Granite City (St. Louis, MO)

Anheuser-Busch, Inc.

843

11/30/21

IL

Montgomery (Chicago)

Home Depot U.S.A., Inc.

1,064

12/31/22

(1)

IL

Rockford

Collins Aerospace Systems (United Technologies)

367

06/30/27

(3)

IL

Rockford

Sherwin-Williams Company

486

12/31/23

IL

Sauget (St. Louis, MO)

FedEx Ground Package System, Inc.

1,036

05/31/29

IL

Schaumburg (Chicago)

FedEx Corporation

478

03/31/27

IL

Wheeling (Chicago)

FedEx Ground Package System, Inc.

1,272

05/31/27

IN

Greenwood (Indianapolis)

ULTA, Inc.

2,755

07/31/25

IN

Indianapolis

FedEx Ground Package System, Inc.

1,717

10/31/27

IN

Greenwood (Indianapolis)

Amazon.com.indc, LLC (Amazon.com, Inc.)

4,950

08/31/34

IN

Lafayette

Toyota Tsusho America, Inc.

1,710

06/30/29

KS

Edwardsville (Kansas City)

Carlisle Tire & Wheel Company

765

07/31/23

KS

Edwardsville (Kansas City)

International Paper Company

1,371

08/31/23

KS

Olathe (Kansas City)

FedEx Ground Package System, Inc.

2,210

05/31/31

(4)

KS

Topeka

Heartland Coca-Cola Bottling Co., LLC (Coca-Cola)

332

09/30/21

KY

Buckner (Louisville)

TreeHouse Private Brands, Inc.

2,246

10/31/33

KY

Frankfort (Lexington)

Jim Beam Brands Company (Beam Suntory)

2,092

01/31/25

KY

Louisville

Challenger Lifts, Inc. (Snap-on Inc.)

852

06/07/26

LA

Covington (New Orleans)

FedEx Ground Package System, Inc.

1,270

06/30/25

MD

Beltsville (Washington, DC)

FedEx Ground Package System, Inc.

1,455

07/31/28

MI

Livonia (Detroit)

FedEx Ground Package System, Inc.

1,194

03/31/22

MI

Orion

FedEx Ground Package System, Inc.

1,908

06/30/23

MI

Romulus (Detroit)

FedEx Corporation

370

05/31/21

MI

Walker (Grand Rapids)

FedEx Ground Package System, Inc.

2,105

01/31/32

MN

Stewartville (Rochester)

FedEx Ground Package System, Inc.

372

05/31/23

MO

Kansas City

Bunzl Distribution Midcentral, Inc.

764

09/30/21

MO

Liberty (Kansas City)

Dakota Bodies, LLC

378

04/30/26

MO

O’Fallon (St. Louis)

Pittsburgh Glass Works, LLC, a Division of VITRO

450

06/30/21

MO

St. Joseph

Woodstream Corporation

932

09/30/21

(5)

MO

St. Joseph

Altec Industries, Inc.

376

02/28/23

(5)

MS

Olive Branch (Memphis, TN)

Anda Pharmaceuticals, Inc.

1,215

07/31/22

MS

Olive Branch (Memphis, TN)

Milwaukee Electric Tool Corporation

3,076

07/31/28

MS

Richland (Jackson)

FedEx Corporation

120

03/31/24

MS

Ridgeland (Jackson)

Graybar Electric Company

121

07/31/25

(1)

NC

Concord (Charlotte)

FedEx Ground Package System, Inc.

2,237

07/31/25

NC

Concord (Charlotte)

FedEx Ground Package System, Inc.

2,537

05/31/32

NC

Fayetteville

Victory Packaging, L.P.

506

02/28/25

(1)

NC

Whitsett (Greensboro)

FedEx Ground Package System, Inc.

3,002

04/30/35

NC

Winston-Salem

Style Crest, Inc.

428

03/31/26

(1)

NE

Omaha

FedEx Corporation

446

10/31/23

NJ

Carlstadt (New York, NY)

SOFIVE, Inc.

633

01/31/30

(6)

NJ

Somerset

Various Tenants at Retail Shopping Center

757

Various

(7)

State

City (MSA)

Tenant

Annualized Rent (in thousands)

Lease Expiration

NJ

Trenton

FedEx Ground Package System, Inc.

$

5,306

06/30/32

NY

Cheektowaga (Buffalo)

Sonwil Distribution Center, Inc.

630

01/31/22

NY

Halfmoon (Albany)

RGH Enterprises, Inc. (Cardinal Health)

542

11/30/21

(8)

NY

Hamburg (Buffalo)

FedEx Ground Package System, Inc.

2,323

03/31/31

OH

Bedford Heights (Cleveland)

FedEx Corporation

438

08/31/28

OH

Cincinnati

The American Bottling Company (Keurig Dr Pepper)

487

09/30/29

OH

Lancaster (Columbus)

Magna Seating of America, Inc.

1,197

01/31/30

OH

Kenton

International Paper Company

1,268

08/31/27

OH

Lebanon (Cincinnati)

Siemens Real Estate

459

04/30/24

OH

Monroe (Cincinnati)

UGN, Inc.

2,088

02/28/34

OH

Richfield (Cleveland)

FedEx Ground Package System, Inc.

1,493

09/30/24

OH

Stow

Mickey Thompson (Cooper Tire)

1,523

08/31/27

OH

Streetsboro (Cleveland)

Best Buy Warehousing Logistics, Inc.

1,709

01/31/22

OH

West Chester Twp. (Cincinnati)

FedEx Ground Package System, Inc.

556

08/31/23

OK

Oklahoma City

Amazon.com Services, Inc. (Amazon.com, Inc.)

1,925

10/31/27

OK

Oklahoma City

Amazon.com Services, LLC (Amazon.com, Inc.)

934

08/31/30

OK

Oklahoma City

Bunzl Distribution Oklahoma, Inc.

736

08/31/24

OK

Oklahoma City

FedEx Ground Package System, Inc.

1,048

07/31/25

OK

Tulsa

The American Bottling Company (Keurig Dr Pepper)

266

02/28/24

PA

Altoona

FedEx Ground Package System, Inc.

651

08/31/23

PA

Imperial (Pittsburgh)

General Electric Company

1,334

12/31/25

PA

Monaca (Pittsburgh)

NF&M International, Inc.

841

12/31/24

SC

Aiken (Augusta, GA)

Autoneum North America, Inc.

1,731

04/30/32

SC

Charleston

FedEx Corporation

1,314

08/31/32

SC

Charleston

FedEx Ground Package System, Inc.

2,704

06/30/33

SC

Ft. Mill (Charlotte, NC)

FedEx Ground Package System, Inc.

1,598

08/31/28

SC

Hanahan (Charleston)

Science Applications International Corporation

1,683

10/31/23

SC

Hanahan (Charleston)

Amazon Services, Inc. (Amazon.com, Inc.)

789

06/30/29

TN

Chattanooga

FedEx Corporation

319

10/31/22

TN

Lebanon (Nashville)

CBOCS Distribution, Inc. (Cracker Barrel)

1,475

06/30/24

TN

Memphis

FedEx Trade Networks

1,394

05/31/29

TN

Shelby County

N/A- Land

-0-

N/A

TX

Carrollton (Dallas)

Carrier Enterprise, LLC (United Technologies)

1,140

01/31/24

TX

Corpus Christi

FedEx Ground Package System, Inc.

436

08/31/21

TX

Edinburg

FedEx Ground Package System, Inc.

1,097

09/30/26

TX

El Paso

FedEx Ground Package System, Inc.

1,345

09/30/23

TX

Ft. Worth (Dallas)

FedEx Ground Package System, Inc.

2,387

04/30/30

TX

Houston

National Oilwell Varco, Inc.

796

09/30/29

TX

Lindale (Tyler)

FedEx Ground Package System, Inc.

725

06/30/24

TX

Mesquite (Dallas)

FedEx Ground Package System, Inc.

3,203

03/31/32

TX

Spring (Houston)

FedEx Ground Package System, Inc.

1,581

09/30/24

TX

Waco

FedEx Ground Package System, Inc.

1,078

08/31/25

UT

Ogden (Salt Lake City)

FedEx Corporation

772

03/31/35

VA

Charlottesville

FedEx Corporation

329

08/31/27

VA

Mechanicsville (Richmond)

FedEx Corporation

541

04/30/23

VA

Richmond

Locke Supply Co.

325

04/30/32

VA

Roanoke

CHEP USA, Inc.

506

02/28/25

(9)

VA

Roanoke

FedEx Ground Package System, Inc.

755

04/30/23

WA

Burlington (Seattle/Everett)

FedEx Ground Package System, Inc.

1,962

08/31/30

WI

Cudahy (Milwaukee)

FedEx Ground Package System, Inc.

827

06/30/27

WI

Green Bay

FedEx Ground Package System, Inc.

468

05/31/23

$

147,981

	(1)	Renewal or extension has been executed. See fiscal 2020 and fiscal 2021 renewal and extension chart.
	(2)	The lease has a one-time early termination option which may be exercised on December 31, 2025, on the condition that we are provided with six months’ notice and the tenant pays us a $95,000 termination fee.
	(3)	The lease has an early termination option which may be exercised after June 2022, on the condition that we are provided with six months’ notice and the tenant pays us a $1.1 million termination fee.
	(4)	Subsequent to fiscal yearend, effective 11/5/2020, the property was expanded resulting in increasing the annualized rent by $349,000.
	(5)	Property is leased to two tenants.
	(6)	Estimated annual rent is the full annual rent per the lease. We consolidate the results of this property due to our 51% controlling equity interest.
	(7)	We own a 67% controlling equity interest. Estimated annual rent reflects our proportionate share of the total rent.
	(8)	Subsequent to fiscal yearend, effective 10/1/2020, we entered into a lease termination agreement with RGH Enterprises, Inc. (Cardinal Health) for this 75,000 square foot facility, whereby we received a termination fee in the amount of $377,000 representing approximately 50% of the then remaining rent due under the lease. We simultaneously entered into 10.4 year lease agreement with United Parcel Service, Inc. which became effective 11/1/2020. The new lease agreement provides for five months of free rent, after which, initial annual rent will be $510,000, with 2.0% annual increases thereafter, resulting in a straight-line annualized rent of $541,000 over the life of the lease which matures 3/31/2031.
	(9)	The lease has an early termination option which may be exercised after August 2021, on the condition that we are provided with six months’ notice and the tenant pays us a $500,000 termination fee.

Asof September 30, 2020, all but two of our industrial properties were 100% occupied, resulting in a 99.4% overall occupancy rate.

Ourweighted average lease expiration was 7.1 years and 7.6 years as of September 30, 2020 and 2019, respectively.

Ouroverall occupancy rates as of the years ended September 30, 2020, 2019, 2018, 2017 and 2016 were 99.4%, 98.9%, 99.6%, 99.3%and 99.6%, respectively. The weighted average effective annualized rent per square foot for the years ended September 30, 2020,2019, 2018, 2017 and 2016 was $6.36, $6.20, $6.01, $5.93 and $5.72, respectively.

Completedexpansions have resulted in increased rents over the fiscal years ended September 30, 2019 and 2020

Ecommercehas been a major catalyst driving increased demand for the industrial property type. The shift from traditional brick and mortarretail shopping to ordering goods on-line has resulted in record occupancy rates for industrial real estate throughout the U.S.Due to this increased demand, we have been experiencing an increase in expansion activity at our existing properties.

Wenow have several FedEx Ground parking expansion projects in progress with more under discussion. Currently there are six parkingexpansion projects underway and one parking expansion project recently completed subsequent to the fiscal yearend on November5, 2020. These six projects, plus the recently completed project, are expected to cost approximately $20.1 million. These parkingexpansion projects will enable us to capture additional rent while lengthening the terms of these leases. We are also in discussionsto expand the parking at ten additional locations bringing the total potential parking lot expansion projects to 17 currently.The parking expansion project that was completed on November 5, 2020 was at our property located in Olathe (Kansas City),KS for a total project cost of $3.4 million. The expansion resulted in a $349,000 increase in annualized rent effectiveNovember 5, 2020 increasing the annualized rent from $2,210,000 to $2,559,000.

InFebruary 2019, we completed a 155,000 square foot building expansion for a property leased to UGN, Inc. located in Monroe (Cincinnati),OH for a total project cost of $8.6 million. The expansion resulted in a new 15-year lease which extended the prior lease expirationdate from February 2030 to February 2034. The expansion also resulted in an increase in initial annual rent effective March 1,2019 of $821,000 from $980,000, or $4.22 per square foot, to $1.8 million, or $4.65 per square foot. In addition, the annual rentwill increase by 2% per annum, resulting in an average annualized rent of $2.1 million over the 15-year term. In connection withthis expansion, we obtained a 10.6 year, fully-amortizing second mortgage loan of $7.0 million at a fixed interest rate of 3.85%.The maturity of the second mortgage loan coincides with the maturity of the property’s first fully-amortizing mortgage loanwhich is at a fixed interest rate of 3.77%.

Fiscal2020 Renewals

Infiscal 2020, approximately 2% of our gross leasable area, representing five leases totaling 410,000 square feet, was set to expire.Four of these five leases, representing 355,000 square feet, or 87%, were renewed. The four lease renewals have a weighted averagelease term of 4.2 years and represent an increase in the weighted average lease rate of 12.0% on a U.S. GAAP straight-line basisand an increase in the weighted average lease rate of 4.4% on a cash basis.

Wehave incurred or we expect to incur tenant improvement costs of $423,000 in connection with two of these lease renewals and leasingcommission costs of $217,000 in connection with three of these lease renewals. The table below summarizes the lease terms of thefour leases that were renewed. In addition, the table below includes both the tenant improvement costs and the leasing commissioncosts, which are presented on a per square foot (PSF) basis averaged annually over the renewal term.

Property		Tenant		Square Feet				Former U.S. GAAP Straight- Line Rent PSF				Former Cash Rent PSF				Former Lease Expiration		Renewal U.S GAAP Straight- Line Rent PSF				Renewal Initial Cash Rent PSF				Renewal Lease Expiration		Renewal Term (years)				Tenant Improvement Cost PSF over Renewal Term (1)				Leasing Commission Cost PSF over Renewal Term (1)
Elgin (Chicago), IL		Joseph T. Ryerson & Son, Inc.			89,052			$	5.68			$	5.68			1/31/20		$	5.78			$	5.50			1/31/25			5.0			$	0.50			$	0.17
Montgomery (Chicago), IL		Home Depot U.S.A., Inc.			171,200				5.70				5.93			6/30/20			6.30				6.30			12/31/22			2.5				-0-				0.28
Ridgeland (Jackson), MS		Graybar Electric Company			26,340				4.36				4.36			7/31/20			4.62				4.44			7/31/25			5.0				-0-				0.14
Tampa, FL		Tampa Bay Grand Prix			68,385				3.83				4.48			9/30/20			5.39				5.00			9/30/27			7.0				0.42				-0-
		Total			354,977
Weighted Average								$	5.24			$	5.47					$	5.87			$	5.71						4.2			$	0.28			$	0.15

(1)

Amount calculated based on the total cost divided by the square feet, divided by the renewal term.

Thesefour lease renewals resulted in a U.S. GAAP straight-line weighted average lease rate of $5.87 per square foot. The renewed weightedaverage initial cash rent per square foot is $5.71. This compares to the former weighted average rent of $5.24 per square footon a U.S. GAAP straight-line basis and the former weighted average cash rent of $5.47 per square foot, resulting in an increasein the weighted average lease rate of 12.0% on a U.S. GAAP straight-line basis and an increase in the weighted average lease rateof 4.4% on a cash basis.

Oneof our tenants, Kellogg Sales Company, which leased our 55,000 square foot facility located in Newington, CT through February29, 2020, did not renew their lease.

EffectiveJanuary 7, 2020, we entered into a new two-year lease agreement with Sonwil Distribution Center, Inc. through January 31, 2022for our 105,000 square foot facility located in Cheektowaga (Buffalo), NY. Annual rent is $630,000, representing $6.00 per squarefoot over the life of the lease.

OnSeptember 30, 2020, we had a weighted average lease maturity of 7.1 years with 7.6% of the weighted average gross annualized rentscheduled to expire each year. Our overall occupancy rate of our total property portfolio was 99.4% and 98.9% as of September30, 2020 and 2019, respectively.

Subsequentto fiscal yearend, effective October 1, 2020, we entered into a lease termination agreement with RGH Enterprises, Inc. (CardinalHealth) for our 75,000 square foot facility located in Halfmoon (Albany), NY whereby we received a termination fee in the amountof $377,000 representing approximately 50% of the then remaining rent due under the lease, which was to expire in 1.2 years onNovember 30, 2021. We simultaneously entered into 10.4 year lease agreement with United Parcel Service, Inc. (UPS) which becameeffective November 1, 2020. The lease agreement with UPS provides for five months of free rent, after which, on April 1, 2021,initial annual rent of $510,000, representing $6.80 per square foot, will commence, with 2.0% annual increases thereafter, resultingin a straight-line annualized rent of $541,000, representing $7.21 per square foot over the life of the lease which expires March31, 2031. This compares to the former U.S GAAP straight-line rent of $7.65 per square foot and former cash rent of $8.19 per squarefoot, resulting in a decrease of 5.8% on a U.S GAAP straight-line basis and a decrease of 17.0% on a cash basis. The new 10.4year lease agreement with UPS provides for an additional 9.3 years of lease term versus the old lease with Cardinal Health.

Fiscal2021 Renewals

In fiscal 2021, approximately5% of our gross leasable area, representing ten leases totaling 1.2 million square feet, is set to expire. Four of theseten leases have been renewed thus far, for a weighted average term of 3.2 years, at a rental rate increase of 8.0%on a GAAP basis and an increase of 1.9% on a cash basis. These four lease renewals represent 532,000 squarefeet, or 44% of the expiring square footage for fiscal 2021.

We have incurred or weexpect to incur leasing commission costs of $176,000 in connection with two of these lease renewals and we have incurred orwe expect to incur tenant improvement costs of $162,000 in connection with one of these lease renewals. The tablebelow summarizes the lease term of the leases that were renewed. In addition, the table below includes both the tenant improvementcosts and the leasing commission costs, which are presented on a per square foot (PSF) basis averaged annually over the renewalterms.

Property		Tenant		Square Feet				Former U.S. GAAP Straight- Line Rent PSF				Former Cash Rent PSF				Former Lease Expiration		Renewal U.S GAAP Straight- Line Rent PSF				Renewal Initial Cash Rent PSF				Renewal Lease Expiration		Renewal Term (years)				Tenant Improvement Cost PSF over Renewal Term (1)				Leasing Commission Cost PSF over Renewal Term (1)
Griffin (Atlanta), GA		Rinnai America Corporation			218,120			$	3.81			$	3.93			12/31/20		$	4.22			$	4.22			12/31/22			2.0			$	-0-			$	0.13
Fayetteville, NC		Victory Packaging, L.P.			148,000				3.33				3.50			2/28/21			3.40				3.25			2/28/25			4.0				-0-				0.20
Winston Salem, NC		Style Crest			106,507				3.39				3.77			3/31/21			4.10				3.90			3/31/26			5.0				0.30				-0-
Augusta, GA		FedEx Ground			59,358				8.64				8.64			6/30/21			8.64				8.64			6/30/23			2.0				-0-				-0-
		Total			531,985
Weighted Average								$	4.13			$	4.30					$	4.46			$	4.38						3.2			$	0.10			$	0.10

(1)

Amount calculated based on the total cost divided by the square feet, divided by the renewal term.

Thesefour lease renewals have a U.S. GAAP straight-line lease rate of $4.46 per square foot. The renewed initial cashrent per square foot is $4.38. This compares to the former rent of $4.13 per square foot on a U.S. GAAP straight-linebasis and the former cash rent of $4.30 per square foot, resulting in an increase of 8.0% on a U.S. GAAP straight-linebasis and an increase of 1.9% on a cash basis.

Thefollowing table presents certain information as of September 30, 2020, with respect to our leases expiring over the future fiscalyears ended September 30 ^th :

Expiration of Fiscal Year Ended September 30th		Property Count		Total Area Expiring (square feet)				Annualized Rent (in thousands)				Percent of Gross Annualized Rent
Vacant (1)		2			135,668			$	-0-				0	%
Shopping Center (2)		1			64,220				757				1	%
2021		7			749,738				3,826				3	%
2022		5			1,064,506				5,591				4	%
2023		16			2,117,482				12,019				8	%
2024		13			1,887,034				11,722				8	%
2025		11			2,607,470				12,968				9	%
2026		9			1,185,420				8,759				6	%
2027		13			2,385,501				13,211				9	%
2028		11			2,571,915				13,970				9	%
2029		9			1,830,929				10,548				7	%
2030		6			1,146,812				9,111				6	%
2031		3			963,269				7,152				5	%
2032		8			2,131,983				18,803				13	%
2033		2			639,068				6,486				4	%
2034		3			1,561,347				9,284				6	%
2035		2			356,015				3,774				2	%
Total (3)		119			23,398,377			$	147,981				100	%

	(1)	“Vacant” represents 81,000 square feet at our 256,000 square foot industrial park located in Monaca (Pittsburgh), PA, 55,000 square feet in Newington (Hartford), CT and not included in the Property Count but included in the square feet is 3,000 square feet at our 64,000 square foot Shopping Center located in Somerset, NJ.
	(2)	“Shopping Center” represents a multi-tenanted property which has lease expirations ranging from “2021” to “2030”.
	(3)	The property located in Monaca (Pittsburgh), PA is included in “Vacant” and is included in “2025” for its lease with NF&M International and therefore is counted as one property in the property count total. The property located in St. Joseph, MO is included in “2021” for its tenant, Woodstream Corporation and is also included in “2023” for its tenant, Altec Industries, Inc., both of which occupy one property and therefore is counted as one property in the property count total.

ITEM3 – LEGAL PROCEEDINGS

None.

ITEM4 – MINE SAFETY DISCLOSURES

None.

PARTII

ITEM5 - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MarketInformation

SinceJune 1, 2010, the common stock of Monmouth Real Estate Investment Corporation, $0.01 par value per share (common stock), has beentraded on the New York Stock Exchange (NYSE), under the symbol “MNR.” Previously, the common stock was traded on theNASDAQ Global Select Market.

ShareholderInformation

Asof November 16, 2020, 1,258 shareholders of record held shares of our common stock.

Dividends

Wehave maintained or increased our common stock cash dividend for 29 consecutive years. On October 1, 2015, our Board of Directorsapproved an increase in our quarterly common stock cash dividend from $0.15 per share to $0.16 per share representing a 6.7% increasein our quarterly cash dividend. Then again, on October 2, 2017, our Board of Directors approved an increase in our quarterly commonstock cash dividend from $0.16 per share to $0.17 per share, representing a 6.3% increase in our quarterly cash dividend. Thesetwo dividend raises represent a total increase of 13%. We currently expect that comparable cash dividends will continue to bepaid in the future.

RecentSales of Unregistered Securities

None.

Purchasesof Equity Securities

OnJanuary 16, 2020, our Board of Directors reaffirmed our Common Stock Repurchase Program (the “Program”) that authorizesus to purchase up to $50.0 million of shares of our common stock. The timing, manner, price and amount of any repurchase willbe determined by us at our discretion and will be subject to economic and market conditions, stock price, applicable legal requirementsand other factors. The Program does not have a termination date and may be suspended or discontinued at our discretion withoutprior notice. During March and April of fiscal 2020, we repurchased 400,000 shares of our common stock for $4.3 million at anaverage price of $10.69 per share. These are the only repurchases made under the Program thus far.

ComparativeStock Performance

Thefollowing line graph compares the total return of our common stock for the last five fiscal years to the FTSE Nareit CompositeIndex (US), published by the National Association of Real Estate Investment Trusts (Nareit), and the S&P 500 Index for thesame period. The graph assumes a $100 investment in our common stock and in each of the indexes listed below on September 30,2015 and the reinvestment of all dividends. The total return reflects stock price appreciation and dividend reinvestment for allthree comparative indices. The information has been obtained from sources believed to be reliable, but neither its accuracy norits completeness is guaranteed. Our stock performance shown in the graph below is not indicative of future stock performance.

ITEM6 – SELECTED FINANCIAL DATA (in thousands except per share amounts)

Thefollowing table sets forth selected financial and other information for the periods and as of the dates indicated. This tableshould be read in conjunction with management’s discussion and analysis of financial condition and results of operationsand all of the financial statements and notes thereto included elsewhere herein.

		September 30,
		2020				2019				2018				2017				2016
OPERATING DATA:
Rental and Reimbursement Revenue		$	167,817			$	154,821			$	135,485			$	113,546			$	94,916
Real Estate Taxes and Operating Expenses			(27,081	)			(23,626	)			(20,713	)			(17,315	)			(14,729	)
Net Operating Income - NOI			140,736				131,195				114,772				96,231				80,187
Lease Termination Income			-0-				-0-				210				-0-				-0-
Gain on Sale of Securities Transactions			-0-				-0-				111				2,312				4,399
Unrealized Holding Gains (Losses) Arising During the Periods (1)			(77,380	)			(24,680	)			-0-				-0-				-0-
Dividend Income			10,445				15,168				13,121				6,930				5,616
General and Administrative Expenses			(8,932	)			(9,081	)			(8,776	)			(7,809	)			(7,936	)
Non-recurring Severance Expense			(786	)			-0-				-0-				-0-				-0-
Acquisition Costs			-0-				-0-				-0-				(179	)			(730	)
Interest Expense (2)			(36,376	)			(36,912	)			(32,350	)			(25,754	)			(22,953	)
Depreciation & Amortization Expense			(49,850	)			(45,890	)			(38,567	)			(31,460	)			(26,088	)
Income (Loss) from Operations			(22,143	)			29,800				48,521				40,271				32,495
Gain on Sale of Real Estate Investments			-0-				-0-				7,485				-0-				-0-
Net Income (Loss)			(22,143	)			29,800				56,006				40,271				32,495
Preferred Dividend Expense			(26,474	)			(18,774	)			(17,191	)			(14,862	)			(9,021	)
Redemption of Preferred Stock			-0-				-0-				-0-				(2,467	)			(2,942	)
Net Income (Loss) Attributable to Common Shareholders (1)		$	(48,617	)		$	11,026			$	38,815			$	22,942			$	20,532
Net Income (Loss) Per Share (1)
Basic		$	(0.23	)		$	0.32			$	0.71			$	0.56			$	0.50
Diluted			(0.23	)			0.32				0.71				0.56				0.50
Net Income (Loss) Attributable to Common Shareholders Per Share (1)
Basic			(0.50	)			0.12				0.49				0.32				0.31
Diluted			(0.50	)			0.12				0.49				0.32				0.31

	(1)	Effective October 1, 2018 we adopted ASU 2016-01. This new accounting standard requires unrealized gains or losses on our securities investments to flow through our income statement. Periods shown here prior to October 1, 2018 do not include the effect of this accounting change and therefore Net Income (Loss) Attributable to Common Shareholders between these periods are not comparable.
	(2)	Amortization expense related to Financing Costs are included in “Interest Expense.”

BALANCE SHEET DATA:
Total Assets		$	1,939,783			$	1,871,948			$	1,718,378			$	1,443,038			$	1,223,486
Real Estate Investments, net			1,747,844				1,616,934				1,512,513				1,260,830				1,013,103
Fixed Rate Mortgage Notes Payable, net			799,507				744,928				711,546				591,364				477,476
Loans Payable			75,000				95,000				186,609				120,091				80,791
Preferred Stock Called for Redemption			-0-				-0-				-0-				-0-				53,494
7.875% Series B Cumulative Redeemable Preferred Stock			-0-				-0-				-0-				-0-				57,500
6.125% Series C Cumulative Redeemable Preferred Stock			471,994				347,678				287,200				245,986				135,000
Total Shareholders’ Equity			1,037,605				1,011,043				797,906				712,866				597,858
CASH FLOW DATA:
Net Cash Provided (Used) By:
Operating Activities		$	98,829			$	100,748			$	84,700			$	74,641			$	55,377
Investing Activities			(180,676	)			(213,634	)			(331,684	)			(339,844	)			(228,522	)
Financing Activities			85,185				123,741				246,083				179,680				256,821

		September 30,
OTHER INFORMATION:		2020				2019				2018				2017				2016
Average Number of Common Shares Outstanding
Basic			98,082				93,387				78,619				72,114				65,469
Diluted			98,164				93,485				78,802				72,250				65,558
Funds From Operations*		$	78,483			$	81,197			$	69,841			$	54,442			$	46,598
Core Funds From Operations*		$	78,483			$	81,197			$	69,841			$	57,088			$	50,271
Adjusted Funds From Operations*		$	76,939			$	79,695			$	68,375			$	54,880			$	45,865
Cash Dividends per Common Share		$	0.68			$	0.68			$	0.68			$	0.64			$	0.64

*Weassess and measure our overall operating results based upon an industry performance measure referred to as Funds From Operations(FFO), which we believe is a useful indicator of our operating performance. FFO is used by industry analysts and investors asa supplemental operating performance measure of a REIT. FFO, as defined by the National Association of Real Estate InvestmentTrusts (Nareit), represents net income attributable to common shareholders, as defined by accounting principles generally acceptedin the United States of America (U.S. GAAP), excluding extraordinary items, as defined under U.S. GAAP, gains or losses from salesof previously depreciated real estate assets, impairment charges related to depreciable real estate assets, plus certain non-cashitems such as real estate asset depreciation and amortization. Included in the Nareit FFO White Paper - 2018 Restatement, is anoption pertaining to assets incidental to our main business in the calculation of Nareit FFO to make an election to include orexclude mark-to-market changes in the value recognized on these marketable equity securities. In conjunction with the adoptionof the FFO White Paper - 2018 Restatement, for all periods presented, we have elected to exclude unrealized gains and losses fromour investments in marketable equity securities from our FFO calculation. Nareit created FFO as a non-GAAP supplemental measureof REIT operating performance. We define Core FFO as FFO, plus acquisition costs and costs associated with the Redemption of PreferredStock. We define Adjusted Funds From Operations (AFFO) as Core FFO, excluding stock based compensation expense, depreciation ofcorporate office tenant improvements, amortization of deferred financing costs, non-recurring severance expense, non-recurringother expense, gain on sale of securities transactions, lease termination income, effect of non-cash U.S. GAAP straight-line rentadjustments and subtracting recurring capital expenditures. We define recurring capital expenditures as all capital expendituresthat are recurring in nature, excluding capital expenditures related to expansions at our current locations or capital expendituresthat are incurred in conjunction with obtaining a new lease or a lease renewal. We believe that, as widely recognized measuresof performance used by other REITs, FFO, Core FFO and AFFO may be considered by investors as supplemental measures to compareour operating performance to those of other REITs. FFO, Core FFO and AFFO exclude historical cost depreciation as an expense andmay facilitate the comparison of REITs which have a different cost basis. However, other REITs may use different methodologiesto calculate FFO, Core FFO and AFFO and, accordingly, our FFO, Core FFO and AFFO may not be comparable to all other REITs. Theitems excluded from FFO, Core FFO and AFFO are significant components in understanding our financial performance.

FFO,Core FFO and AFFO are non-GAAP performance measures and (i) do not represent Cash Flow from Operations as defined by U.S. GAAP;(ii) should not be considered as an alternative to Net Income or Net Income Attributable to Common Shareholders as a measure ofoperating performance or to Cash Flows from Operating, Investing and Financing Activities; and (iii) are not an alternative toCash Flows from Operating, Investing and Financing Activities as a measure of liquidity. FFO, Core FFO and AFFO, as calculatedby us, may not be comparable to similarly titled measures reported by other REITs.

Thefollowing is a reconciliation of U.S. GAAP Net Income (Loss) Attributable to Common Shareholders to FFO, Core FFO and AFFO forthe fiscal years ended September 30 ^th (in thousands) :

		2020				2019				2018				2017				2016
Net Income (Loss) Attributable to Common Shareholders (1)		$	(48,617	)		$	11,026			$	38,815			$	22,942			$	20,532
Plus: Unrealized Holding Losses Arising During the Periods			77,380				24,680				-0-				-0-				-0-
Plus: Depreciation Expense (Excluding Corporate Office)			46,437				42,518				36,018				29,478				23,931
Plus: Amortization of Intangible Assets			2,137				1,986				1,613				1,072				1,179
Plus: Amortization of Capitalized Lease Costs			1,146				987				880				855				956
Less: (Gain) / Plus: Loss on Sale of Real Estate Investments			-0-				-0-				(7,485	)			95				-0-
FFO Attributable to Common Shareholders			78,483				81,197				69,841				54,442				46,598
Plus: Acquisition Costs			-0-				-0-				-0-				179				731
Plus: Redemption of Preferred Stock			-0-				-0-				-0-				2,467				2,942
Core FFO Attributable to Common Shareholders			78,483				81,197				69,841				57,088				50,271
Plus: Depreciation of Corporate Office Capitalized Costs			234				502				158				157				124
Plus: Stock Compensation Expense			452				784				434				625				926
Plus: Amortization of Financing Costs			1,413				1,253				1,221				1,234				1,116
Plus: Non-recurring Severance Expense			786				-0-				-0-				-0-				-0-
Plus: Non-recurring Other Expense (2)			-0-				-0-				-0-				-0-				500
Less: Gain on Sale of Securities Transactions			-0-				-0-				(111	)			(2,312	)			(4,399	)
Less: Lease Termination Income			-0-				-0-				(210	)			-0-				-0-
Less: Effect of non-cash U.S. GAAP Straight-line Rent Adjustment			(1,976	)			(1,926	)			(1,973	)			(1,028	)			(1,710	)
Less: Recurring Capital Expenditures			(2,453	)			(2,115	)			(985	)			(884	)			(963	)
AFFO Attributable to Common Shareholders		$	76,939			$	79,695			$	68,375			$	54,880			$	45,865

(1)	Effective October 1, 2018, we adopted ASU 2016-01. This new accounting standard requires unrealized gains or losses on our securities investments to flow through our income statement. Periods shown here prior to October 1, 2018 do not include the effect of this accounting change and therefore Net Income (Loss) Attributable to Common Shareholders between these periods are not comparable.
(2)	Consists of one-time payroll expenditures in fiscal 2016.

ITEM7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CautionaryStatement Regarding Forward-Looking Statements

Statementscontained in this Form 10-K that are not historical facts are forward-looking statements within the meaning of Section 27A ofthe Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (ExchangeAct). Forward-looking statements provide our current expectations or forecasts of future events. In particular, statements relatingto our liquidity and capital resources, portfolio performance and results of operations contain forward-looking statements. Furthermore,all of the statements regarding future financial performance are forward-looking statements. We are including this cautionarystatement to make applicable and take advantage of the safe harbor provisions of the Securities Act and Exchange Act for any suchforward-looking statements. We caution investors that any forward-looking statements presented in this Form 10-K are based onmanagement’s belief and assumptions made by, and information currently available to, management. Forward-looking statementscan be identified by their use of forward-looking words, such as “may,” “will,” “anticipate,”“expect,” “believe,” “intend,” “plan,” “should,” “seek”or comparable terms, or the negative use of those words, but the absence of these words does not necessarily mean that a statementis not forward-looking. Forward-looking statements include statements about our expectations, beliefs, intentions, plans, objectives,goals, strategies, future events, performance and underlying assumptions and other statements that are not historical facts.

Theforward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into accountall information currently available to us. Forward-looking statements are not predictions of future events. These beliefs, assumptionsand expectations can change as a result of many possible events or factors, not all of which are known to us. Some of these factorsare described below and under the headings “Business”, “Risk Factors” and “Management’s Discussionand Analysis of Financial Condition and Results of Operations.” These and other risks, uncertainties and factors could causeour actual results to differ materially from those included in any forward-looking statements we make. Any forward-looking statementspeaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us topredict those events or how they may affect us. Except as required by law, we are not obligated to, and we do not intend to, updateor revise any forward-looking statements, whether as a result of new information, future events or otherwise. Important factorsthat could cause actual results to differ materially from our expectations include, among others:

	●	the ability of our tenants to make payments under their respective leases;
	●	our reliance on certain major tenants;
	●	our ability to re-lease properties that are currently vacant or that become vacant;
	●	our ability to obtain suitable tenants for our properties;
	●	changes in real estate market conditions, economic conditions in the industrial sector, the markets in which our properties are located and general economic conditions;
	●	the inherent risks associated with owning real estate, including local real estate market conditions, governing laws and regulations and illiquidity of real estate investments;
	●	our ability to acquire, finance and sell properties on attractive terms;
	●	our ability to repay debt financing obligations;
	●	our ability to refinance amounts outstanding under our debt obligations at maturity on terms favorable to us, or at all;
	●	the loss of any member of our management team;
	●	our ability to comply with debt covenants;
	●	our ability to integrate acquired properties and operations into existing operations;
	●	continued availability of proceeds from issuances of our debt or equity securities;
	●	the availability of other debt and equity financing alternatives;

	●	changes in interest rates, including the replacement of the LIBOR reference rate, under our current credit facility and under any additional variable rate debt arrangements that we may enter into in the future;
	●	our ability to successfully implement our selective acquisition strategy;
	●	our ability to maintain internal controls and procedures to ensure all transactions are accounted for properly, all relevant disclosures and filings are timely made in accordance with all rules and regulations, and any potential fraud or embezzlement is thwarted or detected;
	●	changes in federal or state tax rules or regulations that could have adverse tax consequences;
	●	declines in the market prices of our investment securities;
	●	the effect of COVID-19 on our business and general economic conditions; and
	●	our ability to qualify as a REIT for federal income tax purposes.

Youshould not place undue reliance on these forward-looking statements, as events described or implied in such statements may notoccur. We undertake no obligation to update or revise any forward-looking statements as a result of new information, future eventsor otherwise.

Thefollowing discussion should be read in conjunction with the financial statements and notes thereto included elsewhere herein.

Overview

MonmouthReal Estate Investment Corporation, founded in 1968, is one of the oldest public equity REITs in the world. We are a self-administeredand self-managed REIT that seeks to invest in well-located, modern, single- tenant industrial buildings, leased primarily to investment-gradetenants or their subsidiaries on long-term net-leases. During the fiscal year 2020, we purchased five new built-to-suit, net-leased,industrial properties, located in the following MSA’s: Indianapolis, IN, Columbus, OH, Greensboro, NC, Salt Lake City, UTand Oklahoma City, OK totaling approximately 1.2 million square feet, for an aggregate purchase price of $175.1 million. In connectionwith the five properties acquired during fiscal 2020, we obtained an 18 year fully-amortizing mortgage loan, a 10 year fully-amortizingmortgage loan and three 15 year fully-amortizing mortgage loans, respectively. The five mortgage loans originally totaled $110.3million, with a weighted average maturity of 16.0 years, and with interest rates ranging from 3.00% to 4.27%, resulting in a weightedaverage interest rate of 3.69%. At September 30, 2020, we held investments in 119 properties totaling 23.4 million square feet.Total real estate investments were $2.0 billion at September 30, 2020. These properties are located in 31 states: Alabama, Arizona,Colorado, Connecticut, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maryland, Michigan, Minnesota,Mississippi, Missouri, Nebraska, New Jersey, New York, North Carolina, Ohio, Oklahoma, Pennsylvania, South Carolina, Tennessee,Texas, Utah, Virginia, Washington and Wisconsin. All of these properties are wholly-owned, with the exception of an industrialproperty in New Jersey, in which we own a 51% controlling equity interest, and a shopping center in New Jersey, in which we owna 67% controlling equity interest.

Ourweighted average lease expiration was 7.1 years and 7.6 years as of September 30, 2020 and 2019, respectively, and our averageannualized rent per occupied square foot as of September 30, 2020 and 2019 was $6.36 and $6.20, respectively. At September 30,2020 and 2019, our overall occupancy rate was 99.4% and 98.9%, respectively.

Wehave a concentration of properties leased to FedEx Corporation (FDX). As of September 30, 2020, we had 23.4 million leasablesquare feet, of which 10.7 million square feet, or 46%, consisting of 62 separate stand-alone leases, were leased to FDX andits subsidiaries (5% to FDX and 41% to FDX subsidiaries). These properties are located in 26 different states. As ofSeptember 30, 2020, the 62 separate stand-alone leases that are leased to FDX and FDX subsidiaries had a weighted averagelease maturity of 7.9 years. As of September 30, 2020, in addition to FDX and its subsidiaries, the only tenants that leased5% or more of our total square footage were subsidiaries of Amazon, which consists of five separate stand-alone leases forproperties located in four different states, containing 1.5 million total square feet, comprising 6% of our total leasablesquare feet. Our Rental and Reimbursement Revenue from FDX and its subsidiaries for the fiscal year ended September 30, 2020totaled $96.4 million, or as a percentage of total rent and reimbursement revenues, 58% (5% from FDX and 53% from FDXsubsidiaries). In addition to FDX and its subsidiaries, the only tenants to comprise 5% or more of our total Rental andReimbursement Revenue were subsidiaries of Amazon, which represented 6% of our Rental and Reimbursement Revenue for thefiscal year ended September 30, 2020. None of our properties are subject to a master lease or any cross-collateralizationagreements.

FDXand Amazon are publicly-listed companies and financial information related to these entities are available at the SEC’swebsite, www.sec.gov . FDX and Amazon are rated “BBB” and “AA-”, respectively by S&P GlobalRatings ( www.standardandpoors.com ) and are rated “Baa2” and “A2”, respectively by Moody’s( www.moodys.com ), which are both considered “Investment Grade” ratings. The references in this report to theSEC’s website, S&P Global Ratings’ website and Moody’s website are not intended to and do not include, orincorporate by reference into this report, the information of FDX, Amazon, S&P Global Ratings or Moody’s on such websites.

Ourrevenue primarily consists of rental and reimbursement revenue from the ownership of industrial rental property. Rental and ReimbursementRevenue increased $13.0 million, or 8%, for the year ended September 30, 2020, as compared to the year ended September 30, 2019.Total expenses (excluding other income and expense) increased $8.1 million, or 10%, for the year ended September 30, 2020 as comparedto the year ended September 30, 2019. The increases were due mainly to the revenue and expenses relating to the property acquisitionsmade during fiscal 2020 and 2019.

OurNet Income (Loss) Attributable to Common Shareholders decreased $59.6 million, or 541%, for the fiscal year ended September 30,2020 as compared to the fiscal year ended September 30, 2019 and decreased $27.8 million, or 72%, for the fiscal year ended September30, 2019 as compared to the fiscal year ended September 30, 2018. The decrease in our Net Income (Loss) Attributable to CommonShareholders from the fiscal year ended September 30, 2020 to the fiscal year ended September 30, 2019 was primarily due to theimplementation of a new accounting rule requiring that unrealized gains and losses resulting from our securities investments bereflected on our income statement. During the fiscal year ended September 30, 2020 and 2019, we recognized $77.4 million and $24.7million of unrealized losses, respectively. Prior to the adoption of the rule, unrealized gains and losses were reflected as achange in our shareholders’ equity. During the fiscal year ended September 30, 2018, we reported $7.5 million from the Gainon Sale of Real Estate Investments and we reported $111,000 from the Gain on Sale of Securities Transactions. Excluding all non-cashunrealized losses and realized gains, our Net Income Attributable to Common Shareholders for the fiscal years ended September30, 2020, 2019 and 2018 would have been $28.8 million, $35.7 million and $31.2 million, respectively. This represents a 14% increasefrom the fiscal year ended September 30, 2018 to the fiscal year ended September 30, 2019 and a 19% decrease from the fiscal yearended September 30, 2019 to the fiscal year ended September 30, 2020. The 14% increase from the fiscal year ended September 30,2018 to the fiscal year ended September 30, 2019 was due to the purchase of additional properties in fiscal 2019 and 2018. The19% decrease from the fiscal year ended September 30, 2019 to the fiscal year ended September 30, 2020 was mostly due to an increasein Preferred Dividend Expense of $7.7 million, a decrease in Dividend Income from our securities investments of $4.7 million anda one-time Non-recurring Severance Expense of $786,000. Excluding these items, our Net Income Attributable to Common Shareholdersfor the fiscal year ended September 30, 2020 would have been $45.6 million as compared to $39.3 million for the fiscal year endedSeptember 30, 2019, representing a 16% increase.

Weevaluate our financial performance using Net Operating Income (NOI) from property operations, which we believe is a useful indicatorof our operating performance. NOI is a non-GAAP financial measure that we define as Net Income (Loss) Attributable to Common Shareholders,plus Preferred Dividend Expense, General and Administrative Expenses, Non-recurring Severance Expense, Depreciation, Amortizationof Capitalized Lease Costs and Intangible Assets, Interest Expense, including Amortization of Financing Costs, Unrealized HoldingLosses Arising During the Periods, less Dividend Income, Gain on Sale of Securities Transactions, Gain on Sale of Real EstateInvestments and Lease Termination Income. The components of NOI are recurring Rental and Reimbursement Revenue, less Real EstateTaxes and Operating Expenses, such as insurance, utilities, and repairs and maintenance. Other REITs may use different methodologiesto calculate NOI and, accordingly, our NOI may not be comparable to all other REITs.

Thefollowing is a reconciliation of our Net Income (Loss) Attributable to Common Shareholders to our NOI for the fiscal years endedSeptember 30, 2020, 2019 and 2018 (in thousands) :

		2020				2019				2018
Net Income (Loss) Attributable to Common Shareholders		$	(48,617	)		$	11,026			$	38,815
Plus: Preferred Dividend Expense			26,474				18,774				17,191
Plus: General and Administrative Expenses			8,932				9,081				8,776
Plus: Non-recurring Severance Expense			786				-0-				-0-
Plus: Depreciation			46,670				43,020				36,176
Plus: Amortization of Capitalized Lease Costs and Intangible Assets			3,180				2,870				2,391
Plus: Interest Expense, including Amortization of Financing Costs			36,376				36,912				32,350
Plus: Unrealized Holding Losses Arising During the Periods (1)			77,380				24,680				-0-
Less: Dividend Income			(10,445	)			(15,168	)			(13,121	)
Less: Gain on Sale of Securities Transactions			-0-				-0-				(111	)
Less: Gain on Sale of Real Estate Investments			-0-				-0-				(7,485	)
Less: Lease Termination Income			-0-				-0-				(210	)
Net Operating Income – NOI		$	140,736			$	131,195			$	114,772

(1)

Effective October 1, 2018 we adopted ASU 2016-01. This new accounting standard requires unrealized gains or losses on our securities investments to flow through our income statement.

Thecomponents of our NOI for the fiscal years ended September 30, 2020, 2019 and 2018 are as follows (in thousands) :

		2020				2019				2018
Rental Revenue		$	141,583			$	132,524			$	115,864
Reimbursement Revenue			26,234				22,297				19,621
Total Rental and Reimbursement Revenue			167,817				154,821				135,485
Real Estate Taxes			(20,193	)			(17,010	)			(14,919	)
Operating Expense			(6,888	)			(6,616	)			(5,794	)
NOI		$	140,736			$	131,195			$	114,772

NOIincreased $9.5 million, or 7%, for the fiscal year ended September 30, 2020 as compared to the fiscal year ended September 30,2019 and increased $16.4 million, or 14%, for the fiscal year ended September 30, 2019 as compared to the fiscal year ended September30, 2018. The increase from fiscal year 2019 to 2020 was due to the additional income related to five industrial properties purchasedduring fiscal 2020 and the purchase of three industrial properties during fiscal 2019. The increase from fiscal year 2018 to 2019was due to the additional income related to three industrial properties purchased during fiscal 2019 and the purchase of sevenindustrial properties during fiscal 2018.

Weevaluate our financial performance using earnings before interest, taxes, depreciation and amortization for real estate (AdjustedEBITDA) from property operations, which we believe is a useful indicator of our operating performance. Adjusted EBITDA is a non-GAAPfinancial measure that we define as Net Income (Loss) Attributable to Common Shareholders, plus Preferred Dividend Expense, InterestExpense, including Amortization of Financing Costs, Depreciation, Amortization of Capitalized Lease Costs and Intangible Assets,Unrealized Holding Losses Arising During the Periods, less Gain on Sale of Securities Transactions and Gain on Sale of Real EstateInvestments. Other REITs may use different methodologies to calculate Adjusted EBITDA and, accordingly, our Adjusted EBITDA maynot be comparable to all other REITs.

The following is a reconciliationof our Net Income (Loss) Attributable to Common Shareholders to our Adjusted EBITDA for the fiscal years ended September 30, 2020,2019 and 2018 (in thousands) :

		2020				2019				2018
Net Income (Loss) Attributable to Common Shareholders		$	(48,617	)		$	11,026			$	38,815
Plus: Preferred Dividend Expense			26,474				18,774				17,191
Plus: Interest Expense, including Amortization of Financing Costs			36,376				36,912				32,350
Plus: Depreciation and Amortization			49,850				45,890				38,567
Plus: Net Amortization of Acquired Above and Below Market Lease Revenue			103				103				102
Plus: Unrealized Holding Losses Arising During the Periods			77,380				24,680				-0-
Less: Gain on Sale of Securities Transactions			-0-				-0-				(111	)
Less: Gain on Sale of Real Estate Investments			-0-				-0-				(7,485	)
Adjusted EBITDA		$	141,566			$	137,385			$	119,429

AdjustedEBITDA increased $4.2 million, or 3%, for the fiscal year ended September 30, 2020 as compared to the fiscal year ended September30, 2019 and increased $18.0 million, or 15%, for the fiscal year ended September 30, 2019 as compared to the fiscal year endedSeptember 30, 2018. The increase from fiscal year 2019 to 2020 was due to the additional income related to five industrial propertiespurchased during fiscal 2020 and the purchase of three industrial properties during fiscal 2019. The increase from fiscal year2018 to 2019 was due to the additional income related to three industrial properties purchased during fiscal 2019 and the purchaseof seven industrial properties during fiscal 2018.

Forthe fiscal years ended September 30, 2020, 2019 and 2018, gross revenue, which includes Rental Revenue, Reimbursement Revenueand Dividend Income, totaled $178.3 million, $170.0 million and $148.6 million, respectively.

Wehave entered into agreements to purchase six, new build-to-suit, industrial buildings that are currently being developed in Alabama(2), Georgia, Ohio, Tennessee and Vermont, totaling 2.4 million square feet. These future acquisitions have net-leased terms rangingfrom 10 to 20 years with a weighted average lease term of 15.3 years. The total purchase price for these six properties is $338.4million. Four of these six properties, consisting of an aggregate of 1.2 million square feet, or 50% of the total leasable area,are leased to FedEx Ground Package System, Inc. All six properties are leased to companies, or subsidiaries of companies, thatare considered Investment Grade by S&P Global Ratings ( www.standardandpoors.com ) and by Moody’s ( www.moodys.com ).Subject to satisfactory due diligence and other customary closing conditions and requirements, we anticipate closing five of thesetransactions during fiscal 2021 and one during fiscal 2022. In connection with three of these six properties, we have enteredinto commitments to obtain three separate fully-amortizing mortgage loans totaling $139.5 million with fixed interest rates rangingfrom 2.62% to 3.25% with a weighted average fixed interest rate of 2.99%. The three loans have terms ranging from 15 to 17 yearswith a weighted average term of 15.8 years.

Wenow have several FedEx Ground parking expansion projects in progress with more under discussion. Currently there are six parkingexpansion projects underway and one parking expansion project recently completed subsequent to the fiscal yearend on November5, 2020. These six projects, plus the recently completed project, are expected to cost approximately $20.1 million. These parkingexpansion projects will enable us to capture additional rent while lengthening the terms of these leases. We are also in discussionsto expand the parking at ten additional locations bringing the total potential parking lot expansion projects to 17 currently.The parking expansion project that was completed on November 5, 2020 was at our property located in Olathe (Kansas City), KS fora total project cost of $3.4 million. The expansion resulted in a $349,000 increase in annualized rent effective November 5, 2020increasing the annualized rent from $2,210,000 to $2,559,000.

Duringthe three fiscal years ended September 30, 2020, 2019 and 2018, we completed a total of three property expansions, consistingof one building expansion and two parking lot expansions. Both of the parking lot expansions included the purchase of additionalland. The building expansion resulted in 155,000 additional square feet. Total costs for all three property expansions were $12.2million and resulted in total increased annual rent of $1.2 million. Two of these completed expansions resulted in new ten-yearlease extensions and the other one resulted in a new fifteen-year lease extension. The weighted average lease extension for thesethree property expansions is 13.6 years.

Forfiscal years 2020 and 2019, Gross Revenues also include Dividend Income and for fiscal year 2018, Gross Revenues also includeboth Dividend Income and Gain on Sale of Securities Transactions. We hold a portfolio of marketable securities of other REITswith a fair value of $108.8 million as of September 30, 2020, representing 4.9% of our undepreciated assets (which is our totalassets excluding accumulated depreciation). We intend to limit the size of this portfolio to no more than approximately 5% ofour undepreciated assets. Our REIT securities portfolio provides us with diversification, income, and is a source of potentialliquidity when needed. We normally hold REIT securities long-term and have the ability and intent to hold these securities torecovery.

Wehad $23.5 million in Cash and Cash Equivalents and $108.8 million in REIT securities as of September 30, 2020. We believe thatfunds generated from operations, mortgages, draws on our unsecured line of credit facility, cash on hand, sale of marketable securities,other bank borrowings, proceeds from the DRIP, proceeds from the Preferred Stock ATM Program, proceeds from the Common Stock ATMProgram and proceeds from private placements and public offerings of additional common or preferred stock or other securities,will provide sufficient funds to adequately meet our obligations over the next several years.

Wehave a DRIP, in which participants can purchase our stock at a price that is approximately 95% of market value. Amounts receivedin connection with the DRIP (including dividend reinvestments of $7.6 million, $16.9 million and $12.9 million for fiscal yearsended 2020, 2019 and 2018, respectively) were $26.4 million, $74.0 million and $90.0 million for fiscal years ended 2020, 2019and 2018, respectively.

InOctober 2018, we completed a public offering of 9.2 million shares of our common stock (including the underwriters’ optionto purchase 1.2 million additional shares) at a price of $15.00 per share, before underwriting discounts. This was our first commonstock offering since 2014 and represented an 11.3% increase in our outstanding common shares. We received net proceeds from theoffering, after deducting underwriting discounts and all other transaction costs, of $132.3 million.

OnFebruary 6, 2020, we entered into an Equity Distribution Agreement (Common Stock ATM Program) with BMO Capital Markets Corp.,B. Riley Securities, Inc. (formerly B. Riley FBR, Inc.), D.A. Davidson & Co., Janney Montgomery Scott LLC, J.P. Morgan Securities LLC and RBC Capital Markets,LLC (together the “Distribution Agents”) under which we may offer and sell shares of our common stock, $0.01 par valueper share, having an aggregate sales price of up to $150.0 million from time to time through the Distribution Agents. Sales ofthe shares of Common Stock under the Agreement, if any, will be in “at the market offerings.” We implemented the CommonStock ATM program for the flexibility that it provides to opportunistically access the capital markets and to best time our equitycapital needs as we close on acquisitions. To date, we have not raised any equity though our Common Stock Equity Program.

OnJune 29, 2017, we entered into a Preferred Stock At-The-Market Sales Agreement Program with B. Riley Securities, Inc. (formerlyB. Riley FBR, Inc. or B. Riley & Co., LLC or FBR Capital Markets & Co.), that provided for the offer and sale of sharesof our 6.125% Series C Preferred Stock, having an aggregate sales price of up to $100.0 million. On August 2, 2018, we replacedthis program with a new Preferred Stock At-The-Market Sales Agreement Program that provides for the offer and sale from time totime of $125.0 million of our 6.125% Series C Preferred Stock, representing an additional $96.5 million, with $28.5 million beingcarried over from the Preferred Stock At-The-Market Sales Agreement Program entered into on June 29, 2017. On December 4, 2019,we replaced the Preferred Stock At-The-Market Sales Agreement Program entered into on August 2, 2018 with another new PreferredStock At-The-Market Sales Agreement Program (Preferred Stock ATM Program) that provides for the offer and sale from time to timeof $125.0 million of our 6.125% Series C Preferred Stock, representing an additional $101.0 million, with $24.0 million beingcarried over from the Preferred Stock At-The-Market Sales Agreement Program entered into on August 2, 2018. Sales of shares ofour 6.125% Series C Preferred Stock under the Preferred Stock ATM Program are in “at the market offerings” as definedin Rule 415 under the Securities Act, including, without limitation, sales made directly on or through the NYSE, or on any otherexisting trading market for the 6.125% Series C Preferred Stock, or to or through a market maker, or any other method permittedby law, including, without limitation, negotiated transactions and block trades. We began selling shares through these programson July 3, 2017. Since inception through September 30, 2020, we sold 10.5 million shares under these programs at a weighted averageprice of $24.92 per share, and generated net proceeds, after offering expenses, of $256.4 million, of which 5.0 million shareswere sold during the fiscal year ended September 30, 2020 at a weighted average price of $25.04 per share, and generated net proceeds,after offering expenses, of $122.4 million. As of September 30, 2020, there was $36.3 million remaining that may be sold underthe Preferred Stock ATM Program.

Asof September 30, 2020, 18.9 million shares of the 6.125% Series C Preferred Stock were issued and outstanding.

Subsequentto September 30, 2020, through November 23, 2020, we sold 1.4 million shares of our 6.125% Series C Preferred Stock under ourPreferred Stock ATM Program at a weighted average price of $24.92 per share, and realized net proceeds, after offering expenses,of $35.0 million.

Industrialspace demand has historically been very closely correlated to Gross Domestic Product (GDP) growth. While the COVID-19 pandemichas resulted in a global economic recession, it has greatly accelerated the strong ecommerce growth trajectory. This has beenthe most significant driver of the strong fundamental performance the industrial real estate sector has been experiencing. Excludingfood, fuel, and autos, approximately 20% of total retail sales have migrated from traditional store sales to on-line sales andthis growth in market share is expected to continue. It is estimated that ecommerce sales require three times the warehouse spacerelative to brick and mortar retail sales. As a result of state and local government-mandated shutdowns due to COVID-19, ecommercesales as a percentage of total retail sales increased from approximately 15% to 27% during the last two quarters. The COVID-19pandemic has also created a need for supply chain reconfiguration. Increased inventory stocking is currently taking place acrossmany industries and it appears that this trend will continue in order to accommodate surges in demand. Additionally, U.S. manufacturinghas been increasing in recent years and the COVID-19 pandemic has accelerated this trend as supply chains now prefer shorter distancesand less reliance on foreign sources.

Ourportfolio of modern, net-leased industrial properties, continues to provide shareholders with reliable and predictable incomestreams. We expect these favorable trends for the industrial real estate sector to be a leading demand driver for the foreseeablefuture, as consumers continue to embrace the added efficiencies of on-line consumption. The strong financial position of our tenants,together with the long duration of our leases, provides for high quality, reliable income streams throughout the business cycle.

Weintend to continue to increase our real estate investments in fiscal 2021 and 2022 through acquisitions and expansions of ourproperties. The growth of our real estate portfolio depends on the availability of suitable properties which meet our investmentcriteria and appropriate financing. Competition in the market areas in which we operate is significant and affects acquisitions,occupancy levels, rental rates and operating expenses of certain properties.

SeePART I, Item 1 – Business and Item 1A – Risk Factors for a more complete discussion of the economic and industry-widefactors relevant to us and the opportunities and challenges, and risks on which we are focused.

SignificantAccounting Policies and Estimates

Thediscussion and analysis of our financial condition and results of operation are based upon our consolidated financial statements,which have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires usto make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and relateddisclosure of contingent assets and liabilities at the date of our consolidated financial statements. Actual results may differfrom these estimates under different assumptions or conditions.

Significantaccounting policies are defined as those that involve significant judgment and potentially could result in materially differentresults under different assumptions and conditions. We believe the following significant accounting policies are affected by ourmore significant judgments and estimates used in the preparation of our consolidated financial statements. For a detailed descriptionof these and other accounting policies, see Note 1 in the Notes to our Consolidated Financial Statements included in this Form10-K.

RealEstate Investments

Weapply Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 360-10, Property, Plant & Equipment(ASC 360-10) to measure impairment in real estate investments. Rental properties are individually evaluated for impairment whenconditions exist which may indicate that it is probable that the sum of expected future cash flows (on an undiscounted basis withoutinterest) from a rental property is less than its historical net cost basis. These expected future cash flows consider factorssuch as future operating income, trends and prospects as well as the effects of leasing demand, competition and other factors.Upon determination that an other than temporary impairment has occurred, rental properties are reduced to their fair value. Forproperties to be disposed of, an impairment loss is recognized when the fair value of the property, less the estimated cost tosell, is less than the carrying amount of the property measured at the time there is a commitment to sell the property and/orit is actively being marketed for sale. A property to be disposed of is reported at the lower of its carrying amount or its estimatedfair value, less its cost to sell. Subsequent to the date that a property is held for disposition, depreciation expense is notrecorded.

Weaccount for our property acquisitions as acquisitions of assets. In an acquisition of assets, certain acquisition costs are capitalizedto real estate investments as part of the purchase price. In addition, acquisitions that do not meet the definition of a businesscombination are accounted for as asset acquisitions whereby the consideration incurred is allocated to the individual assets acquiredon a relative fair value basis.

Weconducted a comprehensive review of all real estate asset classes in accordance with ASC 360-10, which indicates that asset valuesshould be analyzed whenever events or changes in circumstances indicate that the carrying value of a property may not be fullyrecoverable.

Thefollowing are examples of such events or changes in circumstances that would indicate to us that there may be an impairment ofa property:

	●	A non-renewal of a lease and subsequent move-out by the tenant;
	●	A renewal of a lease at a significantly lower rent than a previous lease;
	●	A significant decrease in the market value of a property;
	●	A significant adverse change in the extent or manner in which a property is being used or in its physical condition;
	●	A significant adverse change in legal factors or in the business climate that could affect the value of a property, including an adverse action or assessment by a regulator;
	●	An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a property;
	●	A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a property; or
	●	A current expectation that, more likely than not, a property will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.

Theprocess entails the analysis of property for instances where the net book value exceeds the estimated fair value. In accordancewith ASC 360-10, an impairment loss shall be recognized if the carrying amount of a long-lived asset is not recoverable and exceedsits fair value. We utilize the experience and knowledge of our internal valuation team to derive certain assumptions used to determinean operating property’s cash flow. Such assumptions include re-leasing and renewal probabilities upon future lease expirations,vacancy factors, rental growth rates, and capital expenditures.

Aspart of our review of our property portfolio, we evaluated our industrial properties with vacancy at September 30, 2020, whichconsists of 136,000 square feet, representing 0.6% of our total rentable square feet. The discounted cash flows expected froma potential lease applicable to the vacant portion of these properties exceeded its historical net cost basis. We consider, ona quarterly basis, whether the marketed rent (advertised) or the market rent has decreased or if any additional indicators arepresent which would indicate a significant decrease in net cash flows. We may obtain an independent appraisal to assist in evaluatinga potential impairment for a property if it has been vacant for several years. We have also considered the properties which hadlease renewals at rental rates lower than the previous rental rates and noted that the sum of the new discounted cash flows expectedfor the renewed leases exceeded these properties’ historical net cost basis.

Wereviewed our operating properties in light of the requirements of ASC 360-10 and determined that, as of September 30, 2020, theundiscounted cash flows over the holding period for these properties were in excess of their carrying values and, therefore, noimpairment charges were required.

SecuritiesAvailable for Sale

Investmentsin non-real estate assets consist primarily of marketable securities. We intend to limit the size of this portfolio to no morethan approximately 5% of our undepreciated assets, which we define as total assets excluding accumulated depreciation. The valueof the marketable securities was $108.8 million as of September 30, 2020, representing 4.9% of our undepreciated assets. We continueto believe that our REIT securities portfolio provides us with diversification, income, a source of potential liquidity when neededand also serves as a proxy for real estate when more favorable risk adjusted returns are not available in the private real estatemarkets. Our decision to reduce this threshold mainly stems from the implementation of accounting rule ASU 2016-01, “FinancialInstruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities”, which took effectat the beginning of the prior fiscal year. This new rule requires that quarterly changes in the market value of our marketablesecurities flow through our Consolidated Statements of Income. The implementation of this accounting rule has resulted in increasedvolatility in our reported earnings and some of our key performance metrics. We individually review and evaluate our marketablesecurities for impairment on a quarterly basis, or when events or circumstances occur. We consider, among other things, creditaspects of the issuer, amount of decline in fair value over cost and length of time in a continuous loss position.

Weclassify our securities among three categories: held-to-maturity, trading, and available-for-sale. Our securities at September30, 2020 and 2019 are all classified as available-for-sale and are carried at fair value based on quoted market prices. Gainsor losses on the sale of securities are calculated based on the average cost method and are accounted for on a trade date basis.

RevenueRecognition and Estimates

Rentalrevenue from tenants with leases having scheduled rental increases are recognized on a straight-line basis over the term of thelease. Tenant recoveries related to the reimbursement of real estate taxes, insurance, repairs and maintenance, and other operatingexpenses are recognized as revenue in the period the expenses are incurred. The reimbursements are recognized and presented gross,as we are generally, the primary obligor and, with respect to purchasing goods and services from third-party suppliers, have discretionin selecting the supplier and bear the associated credit risk. These occupancy charges are recognized as earned. In addition,an estimate is made with respect to whether a provision for allowance for doubtful tenant and other receivables is necessary.The allowance for doubtful accounts reflects management’s estimate of the amounts of the recorded tenant and other receivablesat the balance sheet date that will not be realized from cash receipts in subsequent periods. If cash receipts in subsequent periodsvary from our estimates, or if our tenants’ financial condition deteriorates as a result of operating difficulties, additionalchanges to the allowance may be required.

LeaseTermination Income

LeaseTermination Income is recognized in operating revenues when there is a signed termination agreement, all of the conditions ofthe agreement have been met, the tenant is no longer occupying the property and the termination consideration is probable of collection.Lease termination amounts are paid by tenants who want to terminate their lease obligations before the end of the contractualterm of the lease agreement with us.

Wedid not recognize any lease termination fees during fiscal year 2020 and 2019. We recognized two lease termination fees duringfiscal 2018. Two leases were set to expire during fiscal 2018 with Kellogg Sales Company (Kellogg) for our 65,000 square footfacility located in Kansas City, MO through July 31, 2018 and our 50,000 square foot facility located in Orangeburg, NY throughFebruary 28, 2018. Kellogg informed us that they would not be renewing these leases. In December 2017, we sold both propertiesresulting in net sale proceeds of $5.9 million and realized gains of $5.4 million, representing a 105% gain over the depreciatedU.S. GAAP basis and a realized net gain of $1.8 million, representing a 21% net gain over our historic undepreciated cost basis.In conjunction with the sale of these two properties, we simultaneously entered into a lease termination agreement for each propertywhereby we received a termination fee from Kellogg totaling $210,000 which represents a weighted average of 80% of the then remainingrent due under each respective lease.

Subsequentto fiscal yearend, effective October 1, 2020, we entered into a lease termination agreement with RGH Enterprises, Inc. (CardinalHealth) for our 75,000 square foot facility located in Halfmoon (Albany), NY whereby we received a termination fee in the amountof $377,000 representing approximately 50% of the then remaining rent due under the lease, which was to expire in 1.2 years onNovember 30, 2021. We simultaneously entered into 10.4 year lease agreement with UPS which became effective November 1, 2020.The lease agreement with UPS provides for five months of free rent, after which, on April 1, 2021, initial annual rent of $510,000,representing $6.80 per square foot will commence, with 2.0% annual increases thereafter, resulting in a straight-line annualizedrent of $541,000, representing $7.21 per square foot over the life of the lease which expires March 31, 2031. This compares tothe former U.S GAAP straight-line rent of $7.65 per square foot and former cash rent of $8.19 per square foot, resulting in adecrease of 5.8% on a U.S GAAP straight-line basis and a decrease of 17.0% on a cash basis. The new 10.4 year lease agreementwith UPS provides for an additional 9.3 years of lease term versus the old lease with Cardinal Health.

Onlythree of our 119 properties have leases that contain an early termination provision which may be exercised at various dates rangingfrom August 2021 to January 2026. These three properties contain 158,000 total rentable square feet, representing less than 0.7%of our total rentable square feet. Our leases with early termination provisions are our 36,000 square foot location in Urbandale(Des Moines), IA, our 39,000 square foot location in Rockford, IL, and our 83,000 square foot location in Roanoke, VA. Each leasetermination provision contains certain requirements that must be met in order to exercise each termination provision. These requirementsinclude: the date termination can be exercised, the time frame that notice must be given by the tenant to us and the terminationfee that would be required to be paid by the tenant to us. The total potential termination fee to be paid to us from the threetenants with leases that have a termination provision amounts to $1.7 million.

Resultsof Operations

Occupancyand Rent per Occupied Square Foot

Ourweighted average lease expiration was 7.1 years and 7.6 years as of September 30, 2020 and 2019, respectively, and our averageannualized rent per occupied square foot as of September 30, 2020 and 2019 was $6.36 and $6.20, respectively. At September 30,2020 and 2019, our overall occupancy rate was 99.4% and 98.9%, respectively.

Asof September 30, 2020, all but two of our industrial properties were 100% occupied, resulting in a 99.4% overall occupancy rate.The two industrial properties that were not 100% occupied were our 81,000 square foot building at our 256,000 square foot industrialpark located in Monaca (Pittsburgh), PA and our 55,000 square foot building located in Newington (Hartford), CT. In addition,3,000 square feet of our 64,000 square foot Shopping Center located in Somerset, New Jersey was vacant as of September 30, 2020.

Fiscal2020 Renewals

Infiscal 2020, approximately 2% of our gross leasable area, representing five leases totaling 410,000 square feet, was set to expire.Four of these five leases, representing 355,000 square feet, or 87%, were renewed. The four lease renewals have a weighted averagelease term of 4.2 years and represent an increase in the weighted average lease rate of 12.0% on a U.S. GAAP straight-line basisand an increase in the weighted average lease rate of 4.4% on a cash basis.

Wehave incurred or we expect to incur tenant improvement costs of $423,000 in connection with two of these lease renewals and leasingcommission costs of $217,000 in connection with three of these lease renewals. The table below summarizes the lease terms of thefour leases that were renewed. In addition, the table below includes both the tenant improvement costs and the leasing commissioncosts, which are presented on a per square foot (PSF) basis averaged annually over the renewal term.

Property		Tenant		Square Feet				Former U.S. GAAP Straight- Line Rent PSF				Former Cash Rent PSF				Former Lease Expiration		Renewal U.S GAAP Straight- Line Rent PSF				Renewal Initial Cash Rent PSF				Renewal Lease Expiration		Renewal Term (years)				Tenant Improvement Cost PSF over Renewal Term (1)				Leasing Commission Cost PSF over Renewal Term (1)
Elgin (Chicago), IL		Joseph T. Ryerson & Son, Inc.			89,052			$	5.68			$	5.68			1/31/20		$	5.78			$	5.50			1/31/25			5.0			$	0.50			$	0.17
Montgomery (Chicago), IL		Home Depot U.S.A., Inc.			171,200				5.70				5.93			6/30/20			6.30				6.30			12/31/22			2.5				-0-				0.28
Ridgeland (Jackson), MS		Graybar Electric Company			26,340				4.36				4.36			7/31/20			4.62				4.44			7/31/25			5.0				-0-				0.14
Tampa, FL		Tampa Bay Grand Prix			68,385				3.83				4.48			9/30/20			5.39				5.00			9/30/27			7.0				0.42				-0-
		Total			354,977
Weighted Average								$	5.24			$	5.47					$	5.87			$	5.71						4.2			$	0.28			$	0.15

(1)

Amount calculated based on the total cost divided by the square feet, divided by the renewal term.

Thesefour lease renewals resulted in a U.S. GAAP straight-line weighted average lease rate of $5.87 per square foot. The renewed weightedaverage initial cash rent per square foot is $5.71. This compares to the former weighted average rent of $5.24 per square footon a U.S. GAAP straight-line basis and the former weighted average cash rent of $5.47 per square foot, resulting in an increasein the weighted average lease rate of 12.0% on a U.S. GAAP straight-line basis and an increase in the weighted average lease rateof 4.4% on a cash basis.

Oneof our tenants, Kellogg Sales Company, which leased our 55,000 square foot facility located in Newington, CT through February29, 2020, did not renew their lease.

EffectiveJanuary 7, 2020, we entered into a new two-year lease agreement with Sonwil Distribution Center, Inc. through January 31, 2022for our 105,000 square foot facility located in Cheektowaga (Buffalo), NY. Annual rent is $630,000, representing $6.00 per squarefoot over the life of the lease.

OnSeptember 30, 2020, we had a weighted average lease maturity of 7.1 years with 7.6% of the weighted average gross annualized rentscheduled to expire each year. Our overall occupancy rate of our total property portfolio was 99.4% and 98.9% as of September30, 2020 and 2019, respectively.

Subsequentto fiscal yearend, effective October 1, 2020, we entered into a lease termination agreement with RGH Enterprises, Inc. (CardinalHealth) for our 75,000 square foot facility located in Halfmoon (Albany), NY whereby we received a termination fee in the amountof $377,000 representing approximately 50% of the then remaining rent due under the lease, which was to expire in 1.2 years onNovember 30, 2021. We simultaneously entered into 10.4 year lease agreement with United Parcel Service, Inc. (UPS) which becameeffective November 1, 2020. The lease agreement with UPS provides for five months of free rent, after which, on April 1, 2021,initial annual rent of $510,000, representing $6.80 per square foot will commence, with 2.0% annual increases thereafter, resultingin a straight-line annualized rent of $541,000, representing $7.21 per square foot over the life of the lease which expires March31, 2031. This compares to the former U.S GAAP straight-line rent of $7.65 per square foot and former cash rent of $8.19 per squarefoot, resulting in a decrease of 5.8% on a U.S GAAP straight-line basis and a decrease of 17.0% on a cash basis. The new 10.4year lease agreement with UPS provides for an additional 9.3 years of lease term versus the old lease with Cardinal Health.

Fiscal 2021 Renewals

In fiscal 2021, approximately5% of our gross leasable area, representing ten leases totaling 1.2 million square feet, is set to expire. Four of these ten leaseshave been renewed thus far, for a weighted average term of 3.2 years, at a rental rate increase of 8.0% on a GAAP basis and anincrease of 1.9% on a cash basis. These four lease renewals represent 532,000 square feet, or 44% of the expiring square footagefor fiscal 2021.

We have incurred orwe expect to incur leasing commission costs of $176,000 in connection with two of these lease renewals and we have incurredor we expect to incur tenant improvement costs of $162,000 in connection with one of these lease renewals. The table belowsummarizes the lease term of the leases that were renewed. In addition, the table below includes both the tenant improvementcosts and the leasing commission costs, which are presented on a per square foot (PSF) basis averaged annually over therenewal terms.

Property		Tenant		Square Feet				Former U.S. GAAP Straight- Line Rent PSF				Former Cash Rent PSF				Former Lease Expiration		Renewal U.S GAAP Straight- Line Rent PSF				Renewal Initial Cash Rent PSF				Renewal Lease Expiration		Renewal Term (years)				Tenant Improvement Cost PSF over Renewal Term (1)				Leasing Commission Cost PSF over Renewal Term (1)
Griffin (Atlanta), GA		Rinnai America Corporation			218,120			$	3.81			$	3.93			12/31/20		$	4.22			$	4.22			12/31/22			2.0			$	-0-			$	0.13
Fayetteville, NC		Victory Packaging, L.P.			148,000				3.33				3.50			2/28/21			3.40				3.25			2/28/25			4.0				-0-				0.20
Winston Salem, NC		Style Crest			106,507				3.39				3.77			3/31/21			4.10				3.90			3/31/26			5.0				0.30				-0-
Augusta, GA		FedEx Ground			59,358				8.64				8.64			6/30/21			8.64				8.64			6/30/23			2.0				-0-				-0-
		Total			531,985
Weighted Average								$	4.13			$	4.30					$	4.46			$	4.38						3.2			$	0.10			$	0.10

(1)

Amount calculated based on the total cost divided by the square feet, divided by the renewal term.

Thesefour lease renewals have a U.S. GAAP straight-line lease rate of $4.46 per square foot. The renewed initial cash rent per squarefoot is $4.38. This compares to the former rent of $4.13 per square foot on a U.S. GAAP straight-line basis and the former cashrent of $4.30 per square foot, resulting in an increase of 8.0% on a U.S. GAAP straight-line basis and an increase of 1.9% ona cash basis.

Fiscal2020 Acquisitions

OnOctober 10, 2019, we purchased a newly constructed 616,000 square foot industrial building, situated on 78.6 acres, located inthe Indianapolis, IN MSA. The building is 100% net-leased to a subsidiary of Amazon for 15 years through August 2034. The leaseis guaranteed by Amazon. The purchase price was $81.5 million. We obtained an 18 year, fully-amortizing mortgage loan of $52.5million at a fixed interest rate of 4.27%. Annual rental revenue over the remaining term of the lease averages $5.0 million.

OnMarch 30, 2020, we purchased a newly constructed 153,000 square foot industrial building, situated on 24.2 acres, located in theColumbus, OH MSA. The building is 100% net-leased to Magna Seating of America, Inc. for 10 years through January 2030. The purchaseprice was $17.9 million. We obtained a 10 year, fully-amortizing mortgage loan of $9.4 million at a fixed interest rate of 3.47%.Annual rental revenue over the remaining term of the lease averages $1.2 million.

OnMay 21, 2020, we purchased a newly constructed 286,000 square foot industrial building, situated on 39.3 acres, located in theGreensboro, NC MSA. The building is 100% net-leased to FedEx Ground Package System, Inc. for 15 years through April 2035. Thepurchase price was $47.6 million. We obtained a 15 year, fully-amortizing mortgage loan of $30.3 million at a fixed interest rateof 3.10%. Annual rental revenue over the remaining term of the lease averages $3.0 million.

OnMay 21, 2020, we purchased a newly constructed 70,000 square foot industrial building, situated on 7.5 acres, located in the SaltLake City, UT MSA. The building is 100% net-leased to FedEx Corporation for 15 years through March 2035. The purchase price was$12.9 million. We obtained a 15 year, fully-amortizing mortgage loan of $8.4 million at a fixed interest rate of 3.18%. Annualrental revenue over the remaining term of the lease averages $772,000.

OnSeptember 15, 2020, we purchased a newly constructed 121,000 square foot industrial building, situated on 21.5 acres, locatedin Oklahoma City, OK. The building is 100% net-leased to a subsidiary of Amazon for 10 years through August 2030. The lease isguaranteed by Amazon. The purchase price was $15.2 million. We obtained a 15 year, fully-amortizing mortgage loan of $9.8 millionat a fixed interest rate of 3.00%. Annual rental revenue over the remaining term of the lease averages $934,000.

Amazon,Magna Seating of America, Inc.’s ultimate parent, Magna International Inc. and FedEx Ground Package System, Inc.’sultimate parent, FedEx Corporation are publicly-listed companies and financial information related to these entities are availableat the SEC’s website, www.sec.gov . The references in this report to the SEC’s website are not intended to anddo not include, or incorporate by reference into this report, the information on the www.sec.gov website.

Comparisonof Year Ended September 30, 2020 to Year Ended September 30, 2019

Thefollowing tables summarize our rental revenue, reimbursement revenue, real estate taxes, operating expenses, and depreciationexpense by category. For the purposes of the following discussion, Same Properties are properties owned as of October 1, 2018that have not been subsequently expanded or sold.

AcquiredProperties are properties that were acquired subsequent to September 30, 2018. Eight properties were acquired during fiscal 2020and fiscal 2019. Acquired Properties include the properties located in Trenton, NJ; Savannah, GA and Lafayette, IN (all acquiredin fiscal 2019) and Greenwood (Indianapolis), IN; Lancaster (Columbus),OH; Whitsett (Greensboro), NC; Ogden (Salt Lake City),UT and Oklahoma City, OK (all acquired in fiscal 2020).

Duringfiscal 2020 and 2019, there was one property expansion completed at the property located in Monroe (Cincinnati), OH. ExpandedProperties include properties that were expanded subsequent to September 30, 2018.

Asof September 30, 2020 and 2019, the overall occupancy rate of our total property portfolio was 99.4% and 98.9%, respectively.

Rental Revenues ($ in thousands)		2020				2019				$ Change				% Change
Same Properties		$	123,882			$	123,821			$	61				0	%
Acquired Properties			15,653				7,073				8,580				121	%
Expanded Properties			2,048				1,630				418				26	%
Total		$	141,583			$	132,524			$	9,059				7	%

Theincrease in rental revenues is mainly due to the increase from the newly Acquired Properties and Expanded Properties.

Reimbursement Revenues ($ in thousands)		2020				2019				$ Change				% Change
Same Properties		$	24,443			$	21,925			$	2,518				11	%
Acquired Properties			1,750				358				1,392				389	%
Expanded Properties			41				14				27				193	%
Total		$	26,234			$	22,297			$	3,937				18	%

Oursingle-tenant properties are subject to net leases, which require the tenants to absorb the real estate taxes, insurance and themajority of the repairs and maintenance. As such, we are reimbursed by the tenants for these expenses. Therefore, the increasein reimbursement revenues is offset by the increase in Real Estate Taxes and the increase in Operating Expenses, which includesinsurance, repairs and maintenance and other operating expenses. In addition, the increase in reimbursement revenues is mainlydue to the increase from the newly Acquired Properties. The increase in reimbursement revenues from Same Properties is due tothe increase in Same Properties real estate taxes and operating expenses reimbursed to us from our tenants.

Real Estate Taxes ($ in thousands)		2020				2019				$ Change				% Change
Same Properties		$	18,571			$	16,658			$	1,913				11	%
Acquired Properties			1,622				352				1,270				361	%
Expanded Properties			-0-				-0-				-0-				0	%
Total		$	20,193			$	17,010			$	3,183				19	%

Theincrease in real estate taxes is mainly due to the increase in assessment values from Same Properties, which were mostly billedback to the tenants and offset the increase in the Reimbursement Revenues from Same Properties. Additionally, the increase isdue to the newly Acquired Properties.

Operating Expenses ($ in thousands)		2020				2019				$ Change				% Change
Same Properties		$	6,758			$	6,554			$	204				3	%
Acquired Properties			113				42				71				169	%
Expanded Properties			17				20				(3	)			(15	)%
Total		$	6,888			$	6,616			$	272				4	%

Theincrease in operating expenses is mainly due to the repair and maintenance at Same Properties, which were mostly billed back tothe tenants and offset the increase in the Reimbursement Revenues from Same Properties. Additionally, the increase is due to thenewly Acquired Properties.

Net Operating Income (NOI)* ($ in thousands)		2020				2019				$ Change				% Change
Same Properties		$	123,026			$	122,535			$	491				0	%
Acquired Properties			15,668				7,037				8,631				123	%
Expanded Properties			2,042				1,623				419				26	%
Total		$	140,736			$	131,195			$	9,541				7	%

Theincrease in NOI is mainly due to the newly Acquired Properties.

*The revenue and expense items related to property operations discussed above are components of NOI which are recurring Rentaland Reimbursement Revenue, less Real Estate Taxes and Operating Expenses. NOI is a non-GAAP performance measure. See “Item7 – Management’s Discussion and Analysis of Financial Condition and Results of Operation – Overview” fora reconciliation of our Net Operating Income to our Net Income (Loss) Attributable to Common Shareholders.

Depreciation ($ in thousands)		2020				2019				$ Change				% Change
Same Properties		$	40,189			$	39,554			$	635				2	%
Acquired Properties			5,740				2,550				3,190				125	%
Expanded Properties			508				414				94				23	%
Corporate Office			233				502				(269	)			(54	)%
Total		$	46,670			$	43,020			$	3,650				8	%

Theincrease in depreciation expense is mainly due to the newly acquired properties.

Interest Expense, excluding Amortizationof Financing Costs ($ in thousands)		2020				2019				$ Change				% Change
Same Properties		$	25,313			$	27,569			$	(2,256	)			(8	)%
Acquired Properties			6,019				2,583				3,436				133	%
Expanded Properties			501				262				239				91	%
Loans Payable			3,130				5,245				(2,115	)			(40	)%
Total		$	34,963			$	35,659			$	(696	)			(2	)%

The decrease in interestexpense was mainly due to the decrease in Same Properties and the decrease in Loans Payable which was partially offset with theincrease in Acquired Properties due to the new loans obtained in connection with the acquisition of new properties.  Thedecrease in Same Properties was mainly due to the reduction in the outstanding fixed rate mortgage balances related to these properties.The outstanding fixed rate mortgage balances related to these properties was reduced due to regularly scheduled principal amortizationpayments made during fiscal 2020, including the repayment of two self-amortizing mortgage loans for our properties located inAugusta, GA and Huntsville, AL. These two loans were at a weighted average interest rate of 5.52%. In addition, the weighted averageinterest rate on our fixed rate debt decreased from 4.03% as of September 30, 2019 to 3.98% as of September 30, 2020.  The decrease in interest expense for Loans Payable is due to a combination of a $20.0 million decrease in the outstanding LoanPayable balance from September 30, 2019 to September 30, 2020 and a decrease in the interest rate from 3.74% as of September 30,2019 to 2.92% as of September 30, 2020.

Generaland Administrative Expenses

Generaland administrative expenses decreased $149,000, or 2%, during fiscal 2020 as compared to fiscal 2019. The decrease was primarilydue to employee headcount reduction and a decrease in travel expenses. General and administrative expenses, as a percentage ofgross revenue, (which includes Rental Revenue, Reimbursement Revenue and Dividend Income), decreased by 6% to 5.0% for fiscalyear 2020 from 5.3% for fiscal year 2019. General and administrative expenses, as a percentage of undepreciated assets (whichis our total assets excluding accumulated depreciation), decreased by 7% to 40 basis points from 43 basis points for the fiscalyears 2020 and 2019, respectively.

Non-recurringSeverance Expense

OnDecember 23, 2019, our former General Counsel, announced her retirement effective December 31, 2019. In accordance with her severancepackage, during the first quarter of fiscal 2020, we incurred a one-time, Non-recurring Severance Expense of $786,000.

DividendIncome

ManyREITs have reduced their dividends in 2020 due to the COVID-19 pandemic. Dividend Income decreased $4.7 million, or 31%, duringfiscal 2020 as compared to fiscal 2019. This decrease is due to reduced dividends from our REIT securities portfolio. The REITsecurities portfolio’s weighted average yield was approximately 6.4% during fiscal 2020 as compared to 8.5% for fiscal 2019.We held $108.8 million in marketable REIT securities as of September 30, 2020, representing 4.9% of our undepreciated assets.

PreferredDividend Expense

PreferredDividend Expense increased $7.7 million, or 41%, during fiscal 2020 as compared to fiscal 2019. This increase is due to the 5.0million shares we sold of our 6.125% Series C Preferred Stock under the Preferred Stock ATM Program during the fiscal year endedSeptember 30, 2020 at a weighted average price of $25.04 per share which generated net proceeds, after offering expenses, of $122.4million.

Comparisonof Year Ended September 30, 2019 to Year Ended September 30, 2018

Thefollowing tables summarize our rental revenue, reimbursement revenue, real estate taxes, operating expenses, and depreciationexpense by category. For the purposes of the following discussion, Same Properties are properties owned as of October 1, 2017that have not been subsequently expanded or sold.

AcquiredProperties are properties that were acquired subsequent to September 30, 2017. Ten properties were acquired during fiscal 2019and fiscal 2018. Acquired Properties include the properties located in Charleston, SC (FDX); Oklahoma City, OK; Savannah, GA;Daytona Beach, FL; Mobile, AL; Charleston, SC (FDX Ground) and Braselton (Atlanta), GA (all acquired in fiscal 2018) and Trenton,NJ; Savannah, GA and Lafayette, IN (all acquired in fiscal 2019).

Duringfiscal 2019 and 2018, there were three property expansions completed at the properties located in Indianapolis, IN; Ft. Mill,SC and Monroe (Cincinnati), OH. Expanded Properties include these properties that were expanded subsequent to September 30, 2017.

SoldProperties consists of four properties sold during fiscal 2018 located in Kansas City, MO; Orangeburg, NY; Colorado Springs, COand Ft. Myers, FL.

Asof September 30, 2019 and 2018, the overall occupancy rate of our total property portfolio was 98.9% and 99.6%, respectively.

Rental Revenues ($ in thousands)		2019				2018				$ Change				% Change
Same Properties		$	103,074			$	103,692			$	(618	)			(1	)%
Acquired Properties			24,506				7,430				17,076				230	%
Expanded Properties			4,944				4,168				776				19	%
Sold Properties			-0-				574				(574	)			(100	)%
Total		$	132,524			$	115,864			$	16,660				14	%

Theincrease in rental revenues is mainly due to the increase from the newly Acquired Properties and Expanded Properties.

Reimbursement Revenues ($ in thousands)		2019				2018				$ Change				% Change
Same Properties		$	19,268			$	17,909			$	1,359				8	%
Acquired Properties			2,285				671				1,614				241	%
Expanded Properties			744				686				58				8	%
Sold Properties			-0-				355				(355	)			(100	)%
Total		$	22,297			$	19,621			$	2,676				14	%

Oursingle-tenant properties are subject to net leases, which require the tenants to absorb the real estate taxes, insurance and themajority of the repairs and maintenance. As such, we are reimbursed by the tenants for these expenses. Therefore, the increasein reimbursement revenues is offset by the increase in Real Estate Taxes and the increase in Operating Expenses, which includesinsurance, repairs and maintenance and other operating expenses. In addition, the increase in reimbursement revenues is mainlydue to the increase from the newly Acquired Properties. The increase in reimbursement revenues from Same Properties is due tothe increase in Same Properties real estate taxes and operating expenses reimbursed to us from our tenants.

Real Estate Taxes ($ in thousands)		2019				2018				$ Change				% Change
Same Properties		$	14,781			$	13,765			$	1,016				7	%
Acquired Properties			1,521				291				1,230				423	%
Expanded Properties			708				651				57				9	%
Sold Properties			-0-				212				(212	)			(100	)%
Total		$	17,010			$	14,919			$	2,091				14	%

Theincrease in real estate taxes is mainly due to the increase in assessment values from Same Properties, which were mostly billedback to the tenants and offset the increase in the Reimbursement Revenues from Same Properties.  Additionally, the increaseis due to the newly Acquired Properties.

Operating Expenses ($ in thousands)		2019				2018				$ Change				% Change
Same Properties		$	5,859			$	5,312			$	547				10	%
Acquired Properties			683				294				389				132	%
Expanded Properties			74				78				(4	)			(5	)%
Sold Properties			-0-				110				(110	)			(100	)%
Total		$	6,616			$	5,794			$	822				14	%

Theincrease in operating expenses is mainly due to the repair and maintenance at Same Properties, which were mostly billed back tothe tenants and offset the increase in the Reimbursement Revenues from Same Properties. Additionally, the increase is due to thenewly Acquired Properties.

Net Operating Income (NOI)* ($ in thousands)		2019				2018				$ Change				% Change
Same Properties		$	101,702			$	102,525			$	(823	)			(1	)%
Acquired Properties			24,586				7,515				17,071				227	%
Expanded Properties			4,907				4,125				782				19	%
Sold Properties			-0-				607				(607	)			(100	)%
Total		$	131,195			$	114,772			$	16,423				14	%

Theincrease in NOI is mainly due to the newly Acquired Properties.

*The revenue and expense items related to property operations discussed above are components of NOI which are recurring Rentaland Reimbursement Revenue, less Real Estate Taxes and Operating Expenses. NOI is a non-GAAP performance measure. See “Item7 – Management’s Discussion and Analysis of Financial Condition and Results of Operation – Overview” fora reconciliation of our Net Operating Income to our Net Income (Loss) Attributable to Common Shareholders.

Depreciation ($ in thousands)		2019				2018				$ Change				% Change
Same Properties		$	32,422			$	32,068			$	354				1	%
Acquired Properties			8,706				2,691				6,015				224	%
Expanded Properties			1,390				1,221				169				14	%
Sold Properties			- 0 -				38				(38	)			(100	)%
Corporate Office			502				158				344				218	%
Total		$	43,020			$	36,176			$	6,844				19	%

Theincrease in depreciation expense is mainly due to the newly acquired properties.

Interest Expense, excluding Amortization of Financing Costs ($ in thousands)		2019				2018				$ Change				% Change
Same Properties		$	20,691			$	23,070			$	(2,379	)			(10	)%
Acquired Properties			9,038				2,365				6,673				282	%
Expanded Properties			685				788				(103	)			(13	)%
Sold Properties			0				38				(38	)			(100	)%
Loans Payable			5,245				4,868				377				8	%
Total		$	35,659			$	31,129			$	4,530				15	%

Theincrease in interest expense is mainly due to the acquisition of new properties. Interest expense for Same Properties decreasedmainly due to the reduction in the outstanding fixed rate mortgage balance related to these properties. The outstanding fixedrate mortgage balance related to these properties was reduced mainly due to the payoff of five fixed rate mortgage loans totaling$12.5 million and regularly scheduled principal amortization payments made during fiscal 2019. In addition, the weighted averageinterest rate on our fixed rate debt decreased from 4.07% as of September 30, 2018 to 4.03% as of September 30, 2019.

Generaland Administrative Expenses

Generaland administrative expenses increased $305,000, or 3%, during fiscal 2019 as compared to fiscal 2018. The increase was primarilydue to an increase in salaries and director fees which were due to a combination of increases in wage rates and headcount of employeesand a combination of increases in director fees and headcount of directors. Additionally, there was an increase in stock compensationexpense due to a grant of 385,000 shares to employees during fiscal 2019. General and administrative expenses, as a percentageof gross revenue, (which includes Rental Revenue, Reimbursement Revenue and Dividend Income), decreased by 10% to 5.3% for fiscalyear 2019 from 5.9% for fiscal year 2018. General and administrative expenses, as a percentage of undepreciated assets (whichis our total assets excluding accumulated depreciation), decreased by 7% to 43 basis points from 46 basis points for the fiscalyears 2019 and 2018, respectively.

DividendIncome

DividendIncome increased $2.0 million, or 16%, during fiscal 2019 as compared to fiscal 2018. This is mainly due to the higher averagecarrying value of the REIT securities portfolio during the fiscal year ended September 30, 2019 as compared to during the fiscalyear ended September 30, 2018. This increase was partially offset by a decrease in the weighted average yield of 8.5% during fiscal2019 as compared to 9.5% for fiscal 2018.

RealizedGain on Sales of Securities Transactions, net

Wedid not have any sales of Securities during fiscal 2019. Realized gain on sales of securities transactions, net consisted of thefollowing (in thousands) :

		2019				2018
Gross realized gains		$	-0 -			$	112
Gross realized losses			-0 -				(1	)
Total Realized Gain on Sales of Securities Transactions, net		$	-0 -			$	111

Wehad an accumulated net unrealized loss on our securities portfolio of $49.4 million as of September 30, 2019.

Off-BalanceSheet Arrangements

Wehave not entered into any off-balance sheet arrangements.

ContractualObligations

Thefollowing is a summary of our contractual obligations as of September 30, 2020 (in thousands) :

Contractual Obligations		Total				Less than one year				1-3 years				3-5 years				More than 5 years
Mortgage Notes Payable		$	807,371			$	60,742			$	145,244			$	144,988			$	456,397
Interest on Mortgage Notes Payable			207,581				31,012				52,849				41,440				82,280
Loans Payable			75,000				-0 -				-0 -				75,000				-0 -
Interest on Loans Payable			10,950				2,190				4,380				4,380				-0 -
Purchase of Properties			338,427				288,163				50,264				-0 -				-0 -
Expansion of Properties			3,400				3,400				-0 -				-0 -				-0 -
Operating Lease Obligation			4,323				430				886				921				2,086
Retirement Benefits			500				-0 -				-0 -				-0 -				500
Total		$	1,447,552			$	385,937			$	253,623			$	266,729			$	541,263

Mortgagenotes payable represents the principal amounts outstanding by scheduled maturity as of September 30, 2020. Interest is payableon these mortgages at fixed rates ranging from 3.00% to 6.875%, with a weighted average interest rate of 3.98%. As of September30, 2020, the weighted average loan maturity of the mortgage notes payable is 11.1 years. This compares to a weighted averageinterest rate of 4.03% as of September 30, 2019 and a weighted average loan maturity of the mortgage notes payable of 11.3 yearsas of September 30, 2019.

OnNovember 15, 2019, we entered into a new line of credit facility (the “New Facility”) consisting of a $225.0 millionunsecured line of credit facility (the “Revolver”) and a new $75.0 million unsecured term loan (the “Term Loan”),resulting in the total potential availability under both the Revolver and the Term Loan of $300.0 million, which is an additional$100.0 million over the former line of credit facility. In addition, the Revolver includes an accordion feature that will allowthe total potential availability under the New Facility to further increase to $400.0 million, under certain conditions. The $225.0million Revolver matures in January 2024 with two options to extend for additional six-month periods. Availability under the NewFacility is limited to 60% of the value of the borrowing base properties. The value of the borrowing base properties is determinedby applying a capitalization rate to the NOI generated by our unencumbered, wholly-owned industrial properties. Under the NewFacility the capitalization rate applied to our NOI generated by our unencumbered, wholly-owned industrial properties was loweredfrom 6.5% under the former line of credit facility to 6.25%, thus increasing the value of the borrowing base properties underthe terms of the New Facility. In addition, the interest rate for borrowings under the Revolver was lowered by a range of 5 basispoints to 35 basis points, depending on our leverage ratio, and will, at our election, either i) bear interest at LIBOR plus 135basis points to 205 basis points, depending on our leverage ratio, or ii) bear interest at Bank of Montreal’s (BMO) primelending rate plus 35 basis points to 105 basis points, depending on our leverage ratio. Currently, our borrowings bear interestunder the Revolver at LIBOR plus 145 basis points, which results in an interest rate of 1.61%. As of the fiscal yearend and currently,we do not have any amount drawn down under our Revolver, resulting in the full $225.0 million being currently available. As ofSeptember 30, 2020, Loans Payable represented $75.0 million outstanding under our Term Loan, which matures January 2025. The interestrate for borrowings under the Term Loan will at our election, either i) bear interest at LIBOR plus 130 basis points to 200 basispoints, depending on our leverage ratio, or ii) bear interest at BMO’s prime lending rate plus 30 basis points to 100 basispoints, depending on our leverage ratio. To reduce floating interest rate exposure under the Term Loan, we also entered into aninterest rate swap agreement to fix LIBOR on the entire $75.0 million for the full duration of the Term Loan resulting in an all-inrate of 2.92%.

Thecontractual obligation for the Interest on Loans Payable amount is determined using an interest rate of 2.92%, the all-in-rateof the Term Loan and the related interest rate swap agreement.

Purchaseof properties represents commitments to purchase six industrial properties totaling 2.4 million square feet. We expect to closeon these six properties during fiscal 2021 and 2022, subject to satisfactory completion of due diligence and other customary closingconditions and requirements.

Expansionof properties represents a commitment to expand one industrial property parking lot which was completed on November 5, 2020 atour property located in Olathe (Kansas City), KS for a total project cost of $3.4 million. The expansion resulted in a $349,000increase in annualized rent effective November 5, 2020 increasing the annualized rent from $2,210,000 to $2,559,000. In additionto this expansion of properties commitment, we also have six additional FedEx Ground parking expansion projects in progress withmore under discussion. These six projects are expected to cost approximately $16.7 million. These parking expansionprojects will enable us to capture additional rents while lengthening the terms of these leases. We are also in discussionsto expand the parking at ten additional locations bringing the total potential parking lot expansion projects to 17 currently.

Operatinglease obligation represents the lease for our current 13,000 square foot corporate office located in Holmdel, NJ which is leasedthrough December 2029.

RetirementBenefits of $500,000 represent the total future amount to be paid, on an undiscounted basis, relating to one executive officer,Mr. Eugene W. Landy, the Founder and Chairman of the Board. These benefits are based upon a specific employment agreement. Theagreement does not require us to separately fund the obligation and therefore these amounts will be paid from our general assets.

Liquidityand Capital Resources

Weoperate as a REIT deriving our income primarily from real estate rental operations. Our shareholders’ equity increased $26.6million from $1.01 billion as of September 30, 2019 to $1.04 billion as of September 30, 2020. Our shareholders’ equityincreased due to the issuance of 2.0 million shares of common stock for total proceeds of $26.4 million through the DRIP, stockcompensation expense of $452,000, exercise of stock options consisting of 95,000 shares for total proceeds of $1.0 million andissuance of 5.0 million shares of our 6.125% Series C Cumulative Redeemable Preferred Stock issued in connection with the PreferredStock ATM Program for total proceeds, net of offering costs, in the amount of $122.4 million. These increases were partially offsetby Net Income (Loss) Attributable to Common Shareholders of $(48.6) million, payments of cash distributions paid to common shareholdersof $66.4 million, shares repurchased through the Common Stock Repurchase Plan of $4.3 million and a net increase in unrealizedloss on change in fair value of our interest rate swap agreement of $4.4 million.

Ourability to generate cash adequate to meet our needs is dependent primarily on income from our real estate investments and oursecurities portfolio, the sale of real estate investments and securities, refinancing of mortgage debt, leveraging of real estateinvestments, availability of bank borrowings, proceeds from the DRIP, proceeds from the Preferred Stock ATM Program, proceedsfrom public offerings and private placements of additional common or preferred stock or other securities, and access to the capitalmarkets. Purchases of new properties, payments of expenses related to real estate operations, capital improvement programs, debtservice, general and administrative expenses, and distribution requirements place demands on our liquidity.

Weintend to operate our properties from the cash flows generated by our properties. However, our expenses are affected by variousfactors, including inflation. Increases in operating expenses are predominantly borne by the tenant. To the extent that theseincreases cannot be passed on through rent reimbursements, these increases will reduce the amount of available cash flow whichcan adversely affect the market value of the property.

Wehave been raising equity capital through our DRIP, Preferred Stock ATM Program, the public sale of common stock and through ourfree cash flow generated from our investments in net-leased industrial properties. We believe that funds generated from operations,the DRIP, the Preferred Stock ATM Program, the Common Stock ATM Program and bank borrowings, together with the ability to financeand refinance our properties, will provide sufficient funds to adequately meet our obligations over the next few years.

InOctober 2018, we completed a public offering of 9.2 million shares of our common stock (including the underwriters’ optionto purchase 1.2 million additional shares) at a price of $15.00 per share, before underwriting discounts. This was our first commonstock offering since 2014 and represented an 11.3% increase in our outstanding common shares. We received net proceeds from theoffering, after deducting underwriting discounts and all other transaction costs, of $132.3 million.

Asof September 30, 2020, we owned 119 properties, of which 62 are subject to mortgages. Currently, we have a New Facility consistingof a $225.0 million Revolver and a $75.0 million Term Loan, resulting in the total potential availability under both the Revolverand the Term Loan of $300.0 million. In addition, the Revolver includes an accordion feature that will allow the total potentialavailability under the New Facility to further increase to $400.0 million, under certain conditions. Availability under the NewFacility is limited to 60% of the value of the borrowing base properties. As of September 30, 2020, we do not have any amountsdrawn down under the Revolver and we have $75.0 million outstanding under the Term Loan. In addition, as of September 30, 2020,we had $23.5 million in Cash and Cash Equivalents and $108.8 million in marketable securities.

Wealso may use margin loans from time to time for purchasing securities, for temporary funding of acquisitions, and for workingcapital purposes. At September 30, 2020 and 2019, there were no amounts drawn down under the margin loan. The interest rate chargedon the margin loans is the bank’s margin rate and was 0.75% and 2.50% as of September 30, 2020 and 2019, respectively, andis currently 0.75%. The margin loans are due on demand and are collateralized by our securities portfolio. We must maintain acoverage ratio of approximately 50%.

Ourfocus is on real estate investments. We have historically financed purchases of real estate primarily through long-term, fixedrate, amortizing mortgages.

Duringfiscal 2020, we purchased five industrial properties totaling 1.2 million square feet with net-leased terms ranging from 10 to15 years resulting in a weighted average lease maturity of 13.9 years. All five properties are leased to investment-grade tenantsor their subsidiaries, of which, 356,000 square feet, or 29%, is leased to FedEx Corporation (FDX) and FedEx Ground Package System,Inc., a subsidiary of FDX. The aggregate purchase price for the five properties was $175.1 million. These properties are locatedin the following MSA’s: Indianapolis, IN, Columbus, OH, Greensboro, NC, Salt Lake City, UT and Oklahoma City, OK. Thesefive properties are expected to generate annualized rental income over the life of their leases of $10.9 million. In connectionwith the five properties acquired during the 2020 fiscal year, we entered into one 18 year fully-amortizing mortgage loan, three15 year fully-amortizing mortgage loans and one ten year fully-amortizing mortgage loan resulting in a weighted average term of16 years. The principal amount of the five mortgage loans originally totaled $110.3 million with interest rates ranging from 3.00%to 4.27% resulting in a weighted average interest rate of 3.69%.

Wehave entered into agreements to purchase six, new build-to-suit, industrial buildings that are currently being developed in Alabama(2), Georgia, Ohio, Tennessee and Vermont, totaling 2.4 million square feet. These future acquisitions have net-leased terms rangingfrom 10 to 20 years with a weighted average lease term of 15.3 years. The total purchase price for these six properties is $338.4million. Four of these six properties, consisting of an aggregate of 1.2 million square feet, or 50% of the total leasable area,are leased to FedEx Ground Package System, Inc. All six properties are leased to companies, or subsidiaries of companies, thatare considered Investment Grade by S&P Global Ratings ( www.standardandpoors.com ) and by Moody’s (www.moodys.com) .Subject to satisfactory due diligence and other customary closing conditions and requirements, we anticipate closing five of thesetransactions during fiscal 2021 and one during fiscal 2022. In connection with three of these six properties, we have enteredinto commitments to obtain three separate fully-amortizing mortgage loans totaling $139.5 million with fixed interest rates rangingfrom 2.62% to 3.25% with a weighted average fixed interest rate of 2.99%. The three loans have terms ranging from 15 to 17 yearswith a weighted average term of 15.8 years.

We now have several FedEx Ground parking expansion projects in progresswith more under discussion. Currently there are six parking expansion projects underway and one parking expansion projectrecently completed subsequent to the fiscal yearend on November 5, 2020. These six projects plus the recently completed projectare expected to cost approximately $20.1 million. These parking expansion projects will enable us to capture additional rent whilelengthening the terms of these leases. We are also in discussions to expand the parking at ten additional locations bringingthe total potential parking lot expansion projects to 17 currently. The parking expansion project that was completed on November5, 2020 was at our property located in Olathe (Kansas City), KS for a total project cost of $3.4 million. The expansion resultedin a $349,000 increase in annualized rent effective November 5, 2020 increasing the annualized rent from $2,210,000 to $2,559,000.

Wemay have additional acquisitions and expansions in fiscal 2021 and fiscal 2022, and the funds for these acquisitions may comefrom funds generated from operations, mortgages, draws on our unsecured line of credit facility, cash on hand, sale of marketablesecurities, other bank borrowings, proceeds from the DRIP, proceeds from the Preferred Stock ATM Program, proceeds from the CommonStock ATM Program and proceeds from private placements and public offerings of additional common or preferred stock or other securities.To the extent that funds or appropriate properties are not available, fewer acquisitions will be made.

Wealso invest in marketable securities of other REITs. We intend to limit the size of this portfolio to no more than approximately5% of our undepreciated assets, which we define as total assets excluding accumulated depreciation. Our REIT securities portfolioprovides us with diversification, income, and is a source of potential liquidity when needed. We normally hold REIT securitieslong-term and have the ability and intent to hold these securities to recovery. During fiscal 2020, our securities portfolio decreased$76.4 million, mainly due to the increase in the net unrealized loss of $77.4 million. In addition, during fiscal 2020, our securitiesportfolio earned dividend income of $10.4 million. In general, we may borrow up to 50% of the value of the marketable securities,which was $108.8 million as of September 30, 2020. As of September 30, 2020, we did not have any borrowings under our margin line.

Cashflows provided by operating activities were $98.8 million, $100.7 million and $84.7 million for fiscal years ended September 30,2020, 2019 and 2018, respectively. The slight decrease in cash flows provided from operating activities from fiscal 2019 to fiscal2020 is primarily due to a $4.0 million decrease in cash collected from tenant and other receivables due to the timing of billingsand a $2.8 million increase in cash used for other assets and capitalized lease costs, mostly offset from an increase in cashfrom income generated from acquisitions of properties. The increase in cash flows provided from operating activities from fiscal2018 to fiscal 2019 is primarily due to the increased income generated from acquisitions of properties and expanded operations.

Cashflows used in investing activities were $180.7 million, $213.6 million and $331.7 million for fiscal years ended September 30,2020, 2019 and 2018, respectively. The decrease in Cash flows used in investing activities from fiscal 2020 as compared to 2019was mainly because we did not have any cash purchases of securities available for sale during fiscal 2020, partially offset byan increase in purchase of real estate. Cash flows used in investing activities in fiscal 2019 decreased as compared to 2018 duemainly to a decrease in the purchase of real estate and purchase of securities available for sale.

Cashflows provided by financing activities were $85.2 million, $123.7 million and $246.1 million for fiscal years ended September30, 2020, 2019 and 2018, respectively. Cash flows from financing activities decreased in fiscal 2020 as compared to 2019 mainlydue to the proceeds received from a common stock offering of $132.3 million that was completed in fiscal 2019 and a $38.3 millionreduction in dividend reinvestments, partially offset by a $71.6 million reduction on the amount of repayments made towards ourloans payable and a $64.2 million increase in proceeds received from the Preferred Stock ATM program. Cash flows from financingactivities decreased in fiscal 2019 as compared to 2018 mainly due to net repayments of $26.6 million on the margin loan, netrepayments on the Facility of $65.0 million and a reduction in proceeds from mortgages. This decrease was offset by proceeds froma common stock offering of $132.3 million that was completed in October 2018 and an increase in proceeds from the Preferred StockATM program. In addition, we paid cash dividends (net of reinvestments), of $58.8 million, $46.9 million and $40.7 million forfiscal 2020, 2019 and 2018, respectively.

Asof September 30, 2020, we had total assets of $1.9 billion and liabilities of $902.2 million. Our total debt to total market capitalizationas of September 30, 2020 and 2019 was 32% and 33%, respectively. Our net debt (net of cash and cash equivalents) to total marketcapitalization as of September 30, 2020 and 2019 was 31% and 32%, respectively. Our net debt, less securities (net of cash andcash equivalents and net of securities) to total market capitalization as of September 30, 2020 and 2019 was 27% and 25%, respectively.As of September 30, 2020, the weighted average loan maturity of our Mortgage Notes Payable was 11.1 years. We believe that wehave the ability to meet our obligations and to generate funds for new investments.

Wehave a DRIP, in which participants can purchase our stock at a price of approximately 95% of market value. Amounts received inconnection with the DRIP, (including dividend reinvestments of $7.6 million, $16.9 million and $12.9 million for the fiscal yearsended September 30, 2020, 2019 and 2018, respectively) were $26.4 million, $74.0 million and $90.0 million for the fiscal yearsended September 30, 2020, 2019 and 2018, respectively.

Duringfiscal 2020, we paid total distributions to holders of our common stock of $66.4 million, or $0.68 per common share. Of the dividendspaid, $7.6 million was reinvested pursuant to the terms of the DRIP, representing an 11% participation rate. On October 1, 2020,our Board of Directors approved a cash dividend of $0.17 per share, to be paid on December 15, 2020, to common shareholders ofrecord at the close of business on November 16, 2020, which represents an annualized common dividend rate of $0.68 per share.We intend to pay these distributions from cash flows from operations.

Wehave maintained or increased our common stock cash dividend for 29 consecutive years. On October 1, 2015, our Board of Directorsapproved an increase in our quarterly common stock cash dividend from $0.15 per share to $0.16 per share representing a 6.7% increasein our quarterly cash dividend. Then again, on October 2, 2017, our Board of Directors approved an increase in our quarterly commonstock cash dividend from $0.16 per share to $0.17 per share, representing a 6.3% increase in our quarterly cash dividend. Thesetwo dividend raises represent a total increase of 13%.

InOctober 2018, we completed a public offering of 9.2 million shares of our common stock (including the underwriters’ optionto purchase 1.2 million additional shares) at a price of $15.00 per share, before underwriting discounts. This was our first commonstock offering since 2014 and represented an 11.3% increase in our outstanding common shares. We received net proceeds from theoffering, after deducting underwriting discounts and all other transaction costs, of $132.3 million.

Ourcommon stock dividend policy is dependent upon our earnings, capital requirements, financial condition, availability and costof bank financing and other factors considered relevant by the Board of Directors. It is our intention to continue making comparablequarterly distributions in the future and to grow our distributions over time. We anticipate maintaining the annual dividend rateof $0.68 per common share although no assurances can be given since various economic factors may reduce the amount of cash flowavailable to us for common dividends. All decisions with respect to the payment of dividends are made by our Board of Directors,subject to limitations under our financing arrangements and Maryland law.

Duringfiscal 2020, we paid $25.8 million in preferred stock dividends and accrued $635,000 of preferred stock dividends.

OnJune 29, 2017, we entered into a Preferred Stock At-The-Market Sales Agreement Program with B. Riley Securities, Inc. (formerlyB. Riley FBR, Inc. or B. Riley & Co., LLC or FBR Capital Markets & Co.), that provided for the offer and sale of sharesof our 6.125% Series C Preferred Stock, having an aggregate sales price of up to $100.0 million. On August 2, 2018, we replacedthis program with a new Preferred Stock At-The-Market Sales Agreement Program that provides for the offer and sale from time totime of $125.0 million of our 6.125% Series C Preferred Stock, representing an additional $96.5 million, with $28.5 million beingcarried over from the Preferred Stock At-The-Market Sales Agreement Program entered into on June 29, 2017. On December 4, 2019,we replaced the Preferred Stock At-The-Market Sales Agreement Program entered into on August 2, 2018 with another new PreferredStock At-The-Market Sales Agreement Program (Preferred Stock ATM Program) that provides for the offer and sale from time to timeof $125.0 million of our 6.125% Series C Preferred Stock, representing an additional $101.0 million, with $24.0 million beingcarried over from the Preferred Stock At-The-Market Sales Agreement Program entered into on August 2, 2018. Sales of shares ofour 6.125% Series C Preferred Stock under the Preferred Stock ATM Program are in “at the market offerings” as definedin Rule 415 under the Securities Act, including, without limitation, sales made directly on or through the NYSE, or on any otherexisting trading market for the 6.125% Series C Preferred Stock, or to or through a market maker, or any other method permittedby law, including, without limitation, negotiated transactions and block trades. We began selling shares through these programson July 3, 2017. Since inception through September 30, 2020, we sold 10.5 million shares under these programs at a weighted averageprice of $24.92 per share, and generated net proceeds, after offering expenses, of $256.4 million, of which 5.0 million shareswere sold during the fiscal year ended September 30, 2020 at a weighted average price of $25.04 per share, and generated net proceeds,after offering expenses, of $122.4 million. As of September 30, 2020, there was $36.3 million remaining that may be sold underthe Preferred Stock ATM Program.

Asof September 30, 2020, 18.9 million shares of the 6.125% Series C Preferred Stock were issued and outstanding.

Subsequentto September 30, 2020, through November 23, 2020, we sold 1.4 million shares of our 6.125% Series C Preferred Stock under ourPreferred Stock ATM Program at a weighted average price of $24.92 per share, and realized net proceeds, after offering expenses,of $35.0 million.

Weare required to pay cumulative dividends on our 6.125% Series C Preferred Stock in the amount of $1.53125 per share per year,which is equivalent to 6.125% of the $25.00 liquidation value per share. As of September 30, 2020, we have a total of 18.9 millionshares of 6.125% Series C Preferred Stock outstanding, representing an aggregate liquidation preference of $472.0 million.

Duringthe year ended September 30, 2020, stock options to purchase 95,000 shares were exercised at a weighted average exercise priceof $10.69 per share for total proceeds of $1.0 million.

Onan ongoing basis, we fund capital expenditures, primarily to maintain our properties. These expenditures may also include expansionsas requested by tenants, or various tenant improvements on properties which are re-tenanted. The amounts of these expenditurescan vary from year to year depending on the age of the properties, tenant negotiations, market conditions and lease turnover.Our 119 properties, totaling 23.4 million square feet, have a weighted average building age, based on the square footage of ourbuildings, of 9.8 years.

Duringthe three fiscal years ended September 30, 2020, 2019 and 2018, we completed a total of three property expansions, consistingof one building expansion and two parking lot expansions. Both of the parking lot expansions included the purchase of additionalland. The building expansion resulted in 155,000 additional square feet. Total costs for all three property expansions were $12.2million and resulted in total increased annual rent of $1.2 million. Two of these completed expansions resulted in new ten-yearlease extensions and the other one resulted in a new fifteen-year lease extension. The weighted average lease extension for thesethree property expansions was 13.6 years.

RecentAccounting Pronouncements

InJanuary 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-01, “FinancialInstruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 requiresequity investments (except those accounted for under the equity method of accounting, or those that result in consolidation ofthe investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entitiesto use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separatepresentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminatesthe requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair valuethat is required to be disclosed for financial instruments measured at amortized cost. These changes became effective for ourfiscal year beginning October 1, 2018. The most significant change for us, once ASU 2016-01 was adopted, was the accounting treatmentfor our investments in marketable securities that are classified as available for sale. The accounting treatment used for ourConsolidated Financial Statements through Fiscal 2018 was that our investments in marketable securities, classified as availablefor sale, were carried at fair value, with net unrealized holding gains and losses being excluded from earnings and reported asa separate component of Shareholders’ Equity until realized and the change in net unrealized holding gains and losses beingreflected as comprehensive income (loss). Under ASU 2016-01, effective October 1, 2018, these marketable securities continue tobe measured at fair value, however, the changes in net unrealized holding gains and losses are now recognized through net incomeon our Consolidated Statements of Income. On October 1, 2018, unrealized net holding losses of $24.7 million were reclassed tobeginning Undistributed Income (Loss) to recognize the unrealized losses previously recorded in “accumulated other comprehensiveincome” on our consolidated balance sheets.

InFebruary 2016, the FASB issued ASU 2016-02, “Leases.” ASU 2016-02 amends the existing accounting standards for leaseaccounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lesseeand lessor accounting. The standard requires a modified retrospective transition approach for all leases existing at, or enteredinto after, the date of initial application, with an option to use certain transition relief. The most significant changes relatedto lessor accounting under ASU 2016-02 include bifurcating revenue into lease and non-lease components and the new standard’snarrow definition of initial direct costs for leases. Since our revenue is primarily derived from leasing activities from long-termnet-leases and since we previously did not capitalize indirect costs for leases, we continue to account for our leases and relatedleasing costs in substantially the same manner as we previously did prior to the adoption of the ASU 2016-02 on October 1, 2019.In addition, the guidance requires lessees to recognize assets and liabilities for operating leases with lease terms greater thantwelve months on the balance sheet. Therefore, the most significant impact for us is the recognition of our corporate office lease,while accounting where we are the lessor remains substantially the same. Upon adoption, we calculated the asset and lease liabilityequal to the present value of the minimum lease payments due under our corporate office lease and determined that the asset andlease liability was immaterial to our Consolidated Financial Statements. In July 2018, the FASB issued ASU 2018-10, “CodificationImprovements to Topic 842, Leases.” The amendment in ASU 2018-10 affects narrow aspects of the guidance issued earlier inASU 2016-02 by removing certain inconsistencies and providing additional clarification related to the guidance issued earlier.In December 2018, the FASB issued ASU 2018-20 “Narrow-Scope Improvements for Lessors.” Similar to ASU 2018-10, ASU2018-20 affects narrow aspects of the guidance issued earlier in ASU 2016-02 by providing additional clarification relatedto the guidance issued earlier. The most significant changes related to lessor accounting under ASU 2018-20 is the clarificationof how to treat payments made by a lessee directly to a third party, such as real estate taxes paid by the lessee directly tothe taxing authority, whereby items paid directly by the lessee to a third party should not be reflected in the lessors incomestatement and, thus, should not be bifurcated and included in revenue and operating expenses. A majority of our reimbursable expensesare paid by us and are billed back to our lessees. Therefore, these reimbursable expenses will continue to be presented separatelyby bifurcating these revenue and expense items in our Consolidated Statements of Income (Loss). We adopted these standards effectiveOctober 1, 2019 and the adoption of these standards did not have a significant impact on our consolidated financial statementsand related disclosures. The only effect the adoption of these standards had on our consolidated financial statements and relateddisclosures effective October 1, 2019 are instances where certain types of payments are made by a lessee directly to a third partywhereas these payments are no longer presented on a gross basis in our Consolidated Statements of Income (Loss), whichhave an immaterial effect on our reported revenue and a net zero effect on our Net Income (Loss) Attributable to Common Shareholders.In addition, in order to conform to the current period’s presentation, Real Estate Taxes and Reimbursement Revenue for thefiscal year ended September 30, 2019 was reduced by $3.7 million for the amount of Real Estate Taxes made by a lessee directlyto a third party. For the fiscal year ended September 30, 2018, Real Estate Taxes and Reimbursement Revenue were reduced by $3.7million for the amount of Real Estate Taxes made by a lessee directly to a third party.

InApril 2020, FASB issued interpretive guidance relating to the accounting for lease concessions provided as a result of the COVID-19pandemic that allows entities to treat the concession as if it was a part of the existing contract instead of applying lease modificationaccounting. This guidance is only applicable to the COVID-19 pandemic related lease concessions that do not result in a substantialincrease in the rights of the lessor or the obligations of the lessee. We have elected this option relating to qualifying rentdeferral and rent abatement agreements. For qualifying lease modifications with rent deferrals, this results in no change to ourrevenue recognition but an increase in the lease receivable balance until the deferred rent has been repaid. For qualifying leasemodifications that include rent abatement concessions, this results in a direct reduction of rental income in the current period.As of September 30, 2020, we have entered into rent deferral agreements related to the COVID-19 pandemic representing approximately$438,000 of base rent otherwise owed during the months of April through October 2020 representing 31 basis points of our totalannual base rent. To date, we have collected 71% of this amount.

Wedo not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a materialeffect on the accompanying Consolidated Financial Statements.

ITEM7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Marketrisk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity pricesand other market changes that affect market-sensitive instruments. The primary market risk to which we believe that we are exposedto is interest rate risk. Our future income, cash flows and fair values relevant to financial instruments are dependent upon prevalentmarket interest rates. Many factors, including governmental monetary and tax policies, domestic and international economic andpolitical considerations and other factors that are beyond our control contribute to interest rate risk.

Weare exposed to interest rate changes primarily as a result of our unsecured line of credit facility, margin loans and long-termdebt used to maintain liquidity and fund capital expenditures and acquisitions of our real estate investment portfolio. Our interestrate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to lower our overallborrowing costs. To achieve our objectives, we match our assets, which are properties secured by long-term leases, with our liabilities,which are long-term fixed rate loans.

Asof September 30, 2020, $807.4 million of our long-term debt bears a fixed weighted average interest rate of 3.98%. Therefore,changes in market interest rates affect the fair value of these instruments. As of September 30, 2020, our variable rate debtconsists of $75.0 million outstanding on our Term Loan. However, to reduce floating interest rate exposure under our Term Loan,we also entered into an interest rate swap agreement to fix LIBOR on the entire $75.0 million for the full duration of the TermLoan resulting in an all-in rate of 2.92%. If market rates of interest on our variable rate debt increased or decreased by 1%,then the annual increase or decrease in interest costs on our variable rate debt would be $750,000 and the increase or decreasein the fair value of our fixed rate debt as of September 30, 2020 would be $37.2 million.

Thefollowing table sets forth information as of September 30, 2020, concerning our long-term debt obligations, including principalpayments by scheduled maturity, weighted average interest rates and estimated fair value (in thousands) :

		Mortgage Notes Payable												Loans Payable
						Weighted												Weighted
Fiscal Year						Average												Average
Ending September 30,		Carrying Value				Interest Rate				Fair Value				Carrying Value				Interest Rate				Fair Value
2021		$	288				6.50	%						$	0
2022			25,272				5.20	%							0
2023			2,010				3.95	%							0
2024			28,325				3.94	%							0
2025			19,345				5.31	%							75,000				2.92	%
Thereafter			732,131				3.91	%							0
Total		$	807,371				3.98	%		$	861,518			$	75,000				2.92	%		$	79,368

The$75.0 million Loans Payable in the table above represents our $75.0 million outstanding on our Term Loan. On November 15, 2019,we entered into a New Facility consisting of a $225.0 million Revolver and a $75.0 million Term Loan, resulting in the total potentialavailability under both the Revolver and the Term Loan of $300.0 million, which is an additional $100.0 million over the formerline of credit facility. In addition, the Revolver includes an accordion feature that will allow the total potential availabilityunder the New Facility to further increase to $400.0 million, under certain conditions. The $225.0 million Revolver matures inJanuary 2024 with two options to extend for additional six-month periods. Availability under the New Facility is limited to 60%of the value of the borrowing base properties. The value of the borrowing base properties is determined by applying a capitalizationrate to the NOI generated by our unencumbered, wholly-owned industrial properties. Under the New Facility the capitalization rateapplied to our NOI generated by our unencumbered, wholly-owned industrial properties was lowered from 6.5% under the former lineof credit facility to 6.25%, thus increasing the value of the borrowing base properties under the terms of the New Facility. Inaddition, the interest rate for borrowings under the Revolver was lowered by a range of 5 basis points to 35 basis points, dependingon our leverage ratio, and will, at our election, either i) bear interest at LIBOR plus 135 basis points to 205 basis points,depending on our leverage ratio, or ii) bear interest at Bank of Montreal’s (BMO) prime lending rate plus 35 basis pointsto 105 basis points, depending on our leverage ratio. Currently, our borrowings bear interest under the Revolver at LIBOR plus145 basis points, which results in an interest rate of 1.61%. As of the fiscal yearend and currently, we do not have any amountdrawn down under our Revolver, resulting in the full $225.0 million being currently available. The $75.0 million Term Loan maturesJanuary 2025. The interest rate for borrowings under the Term Loan will at our election, either i) bear interest at LIBOR plus130 basis points to 200 basis points, depending on our leverage ratio, or ii) bear interest at BMO’s prime lending rateplus 30 basis points to 100 basis points, depending on our leverage ratio. To reduce floating interest rate exposure under theTerm Loan, we also entered into an interest rate swap agreement to fix LIBOR on the entire $75.0 million for the full durationof the Term Loan resulting in an all-in rate of 2.92%. The unrealized loss in fair value of the interest rate swap agreement amountedto $(4.4) million for the year ended September 30, 2020.

Wealso invest in marketable securities of other REITs and we are primarily exposed to market price risk from adverse changes inmarket rates and conditions. We intend to limit the size of this portfolio to no more than approximately 5% of our undepreciatedassets, which we define as total assets excluding accumulated depreciation. All securities are classified as available for saleand are carried at fair value. We also use margin loans from time to time for purchasing securities, for temporary funding ofacquisitions, and for working capital purposes. The margin loans are due on demand and are collateralized by our securities portfolio.In general, we may borrow up to 50% of the value of the marketable securities. At September 30, 2020 and 2019, there was no amountdrawn down under the margin loan. The interest rate on the margin account is the bank’s margin rate and was 0.75% and 2.50%as of September 30, 2020 and 2019, respectively, and is currently 0.75%. The value of the marketable securities was $108.8 millionas of September 30, 2020, representing 4.9% of our undepreciated assets (which is our total assets excluding accumulated depreciation).

ITEM8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Thefinancial statements and supplementary data listed in Part IV, Item 15 (a) (1) are incorporated herein by reference and filedas part of this report.

Thefollowing is the Unaudited Selected Quarterly Financial Data:

SELECTEDQUARTERLY FINANCIAL DATA (UNAUDITED)

THREEMONTHS ENDED ( in thousands )

FISCAL 2020		12/31/19				3/31/20				6/30/20				9/30/20
Rental and Reimbursement Revenue		$	41,700			$	41,707			$	41,775			$	42,635
Total Expenses			22,469				21,301				21,295				21,584
Unrealized Holding Gains (Losses) Arising During the Periods (1)			(3,635	)			(83,075	)			19,610				(10,280	)
Other Income (Expense) (1)			(9,606	)			(88,721	)			12,979				(17,963	)
Net Income (Loss) (1)			9,625				(68,314	)			33,458				3,088
Net Income (Loss) per diluted share (1)		$	0.10			$	(0.70	)		$	0.34			$	0.03
Net Income (Loss) Attributable to Common Shareholders (1)			3,528				(75,078	)			26,850				(3,917	)
Net Income (Loss) Attributable to Common Shareholders per diluted share (1)		$	0.04			$	(0.77	)		$	0.27			$	(0.04	)

FISCAL 2019		12/31/18				3/31/19				6/30/19				9/30/19
Rental and Reimbursement Revenue		$	38,222			$	38,381			$	38,548			$	39,670
Total Expenses			18,901				19,565				19,721				20,410
Unrealized Holding Gains (Losses) Arising During the Periods (1)			(42,627	)			15,568				(11,609	)			13,988
Other Income (Expense) (1)			(47,264	)			9,485				(17,198	)			8,553
Net Income (Loss) (1)			(27,943	)			28,301				1,628				27,814
Net Income (Loss) per diluted share (1)		$	(0.31	)		$	0.30			$	0.02			$	0.29
Net Income (Loss) Attributable to Common Shareholders (1)			(32,364	)			23,821				(3,121	)			22,690
Net Income (Loss) Attributable to Common Shareholders per diluted share (1)		$	(0.36	)		$	0.26			$	(0.03	)		$	0.24

(1)

Effective October 1, 2018 we adopted ASU 2016-01. This new accounting standard requires unrealized gains or losses on our securities investments to flow through our income statement.

ITEM9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Therewere no changes in, or any disagreements with, our independent registered public accounting firm on accounting principles andpractices or financial disclosure during the years ended September 30, 2020 and 2019.

ITEM9A- CONTROLS AND PROCEDURES

(a)Disclosure Controls and Procedures

Management,with the participation of our Chief Executive Officer and our Chief Financial and Accounting Officer, evaluated the effectivenessof the design and operation of our disclosure controls and procedures (as defined in Securities Exchange Act of 1934 Rule 13a-15(e)and 15d-15(e)) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer andour Chief Financial and Accounting Officer concluded that our disclosure controls and procedures were effective as of September30, 2020.

(b)Management’s Report on Internal Control Over Financial Reporting

Managementof the Company is responsible for establishing and maintaining effective internal control over financial reporting (as definedin Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Managementassessed our internal control over financial reporting as of September 30, 2020. This assessment was based on criteria for effectiveinternal control over financial reporting established in Internal Control — Integrated Framework issued by the Committeeof Sponsoring Organizations of the Treadway Commission (COSO) (2013 framework). Based on this assessment, management has concludedthat our internal control over financial reporting was effective as of September 30, 2020.

PKFO’Connor Davies, LLP, our independent registered public accounting firm, has issued their report on their audit of our internalcontrol over financial reporting, a copy of which is included herein.

(c)       Reportof Independent Registered Public Accounting Firm

Reportof Independent Registered Public Accounting Firm

Tothe Board of Directors and Shareholders of

MonmouthReal Estate Investment Corporation

Opinionon Internal Control over Financial Reporting

Wehave audited Monmouth Real Estate Investment Corporation’s (the “Company”) internal control over financial reportingas of September 30, 2020, based on criteria established in Internal Control–Integrated Framework (2013) issued bythe Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all materialrespects, effective internal control over financial reporting as of September 30, 2020, based on criteria established in InternalControl–Integrated Framework (2013) issued by COSO.

Wehave also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)(“PCAOB”), the consolidated balance sheets of the Company as of September 30, 2020 and 2019, and the relatedconsolidated statements of income (loss), comprehensive income (loss), shareholders’ equity and cash flows for each of thethree years in the period ended September 30, 2020, and our report dated November 23, 2020, expressed an unqualified opinionthereon.

Basisfor Opinion

TheCompany’s management is responsible for maintaining effective internal control over financial reporting, and for its assessmentof the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on InternalControl Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financialreporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent withrespect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securitiesand Exchange Commission and the PCAOB.

Weconducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the auditto obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all materialrespects. Our audit of internal control over financial reporting included obtaining an understanding of internal control overfinancial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectivenessof internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessaryin the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definitionand Limitations of Internal Control over Financial Reporting

Acompany’s internal control over financial reporting is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company’s internal control over financial reporting includes those policies and proceduresthat (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expendituresof the company are being made only in accordance with authorizations of management and directors of the company; and (3) providereasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’sassets that could have a material effect on the financial statements.

Becauseof its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projectionsof any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changesin conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/PKF O’Connor Davies, LLP

November23, 2020

NewYork, New York

(d)Changes in Internal Control over Financial Reporting

Therehave been no changes to our internal controls over financial reporting during our fourth fiscal quarter ended September 30, 2020that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

ITEM9B – OTHER INFORMATION

None.

PARTIII

ITEM10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Thefollowing are our Directors and Executive Officers as of September 30, 2020:

Name		Age		Present Position with the Company; Business Experience During Past Five Years; Other Directorships		Director Since		Class (1)
Kiernan Conway		58		Independent Director. (2) Principal and Research Director of Red-Shoe Economics, LLC, and Chief Economist for the CCIM Institute (Certified Commercial Investment Member) affiliated with the National Association of Realtors (2017 - present). Prior Director of Research and Corporate Engagement for the Alabama Center for Real Estate (ACRE) housed within the Culverhouse College of Business at the University of Alabama (2017-2020). Senior Vice-President of Credit Risk Management for legacy SunTrust Bank (now Truist Bank) in Atlanta, GA (2014-2017). U.S. Chief Economist for Colliers International (2010-2014). Additional prior affiliations with Federal Reserve Banks of Atlanta and New York (2005-2010), legacy SouthTrust Bank, Cushman and Wakefield, Equitable Real Estate, Wells Fargo Bank and Deloitte and Touche. Mr. Conway’s extensive experience as an economist with expertise in real estate, real estate finance and logistics with the MAI (Member of Appraisal Institute), CRE (Counselor of Real Estate), and CCIM (Certified Commercial Investment Member) professional industry designations are the primary reasons, among others, why Mr. Conway was selected to serve on our Board.		2018		II
Daniel D. Cronheim		66		Independent Director. (2) Attorney at Law (1979 to present). Certified Property Manager (2010 to present) from the Institute of Real Estate Management (“IREM”). President (2000 to present) of David Cronheim Mortgage Corp., a privately-owned real estate investment bank. Executive Vice President (1997 to present) of Cronheim Management Services, Inc. Executive Committee and Legislative Chair (2012 to present), Officer (2013 to 2016), President (2016 to 2018) of New Jersey Chapter of IREM. Member of IREM international Sustainability Board (2019 to present). Member and instructor of the New Jersey Bar Association Land Use Committee (2014 to 2020) and Legislative subcommittee chair (2018 to 2020). Mr. Cronheim’s extensive experience in real estate management, development, and the mortgage industry are the primary reasons, among others, why Mr. Cronheim was selected to serve on our board.		1989		I
Catherine B. Elflein		59		Independent Director. (2) Principal – Angus Risk Consulting LLC (2020); Senior Director – Risk Management (2006 to 2020) at Celgene Corporation, a biopharmaceutical company; Controller of Captive Insurance Companies (2004 to 2006) and Director – Treasury Operations (1998 to 2004) at Celanese Corporation. Ms. Elflein’s extensive experience in accounting, finance and risk management are the primary reasons, among others, why Ms. Elflein was selected to serve on our Board.		2007		III

Name		Age		Present Position with the Company; Business Experience During Past Five Years; Other Directorships		Director Since		Class (1)
Brian H. Haimm		51		Lead Independent Director. (2) Chief Financial Officer of Opal Holdings, LLC (2020), a real estate investment firm. Prior Chief Financial Officer and Chief Operating Officer (2006 to 2020) of Ascend Capital Group International, LLC, a private equity firm. Mr. Haimm’s extensive experience in accounting, finance and the real estate industry are the primary reasons, among others, why Mr. Haimm was selected to serve on our Board.		2013		II
Neal Herstik		61		Independent Director. (2) Attorney at Law, Gross, Truss & Herstik, PC (1997 to present). Mr. Herstik’s extensive legal experience and experience in the real estate industry are the primary reasons, among others, why Mr. Herstik was selected to serve on our Board.		2004		II
Matthew I. Hirsch		61		Independent Director. (2) Attorney at Law (1985 to present), Law Office of Matthew I. Hirsch; Adjunct Professor of Law, Delaware Law School of Widener University (1993 to present). For UMH Properties, Inc. (UMH), a related company, Director (2013 to present). Mr. Hirsch’s experience with real estate transactions and legal issues relating to real estate and the real estate industry are the primary reasons, among others, why Mr. Hirsch was selected to serve on our Board.		2000		II
Eugene W. Landy		86		Founder and Chairman of the Board (1968 to present), and Executive Director. President and Chief Executive Officer (1968 to April 2013). Attorney at Law. Chairman of the Board (1995 to present). For UMH Properties, Inc., a related company, Founder and Chairman of the Board (1969 to present), and President (1969 to 1995). As our Founder and Chairman, Mr. Landy’s unparalleled experience in real estate investing is the primary reason, among others, why Mr. Landy was selected to serve on our Board.		1968		III

Name		Age		Present Position with the Company; Business Experience During Past Five Years; Other Directorships		Director Since		Class (1)
Michael P. Landy		58		President and Chief Executive Officer (April 2013 to present) and Executive Director. Chief Operating Officer (2011 to April 2013), Executive Vice President (2009 to 2010), Executive Vice President-Investments (2006 to 2009), and Vice President-Investments (2001 to 2006). Member of New York University’s REIT Center Board of Advisors (2013 to present). Member of Nareit’s Advisory Board of Governors (2018 to present). For UMH Properties, Inc., a related company, Director (2011 to present). Mr. Landy’s role as our President and Chief Executive Officer and extensive experience in real estate finance, investment, capital markets and management are the primary reasons, among others, why Mr. Landy was selected to serve on our Board.		2007		III
Samuel A. Landy		60		Director. Attorney at Law. For UMH Properties, Inc., a related company, President and Chief Executive Officer (1995 to present), Vice President (1991 to 1995) and Director (1992 to present). Mr. Landy’s extensive experience in real estate investment and REIT leadership are the primary reasons, among others, why Mr. Landy was selected to serve on our Board.		1989		III
Kevin S. Miller		50		Chief Financial Officer (July 2012 to present) and Chief Accounting Officer (May 2012 to present) and Executive Director. Certified Public Accountant. Assistant Controller and Assistant Vice-President (2005 to May 2012) of Forest City Ratner, a real estate developer, owner and operator and a wholly-owned subsidiary of a formally publicly-listed company, Forest City Realty Trust, Inc. Mr. Miller’s extensive experience in accounting, finance and the real estate industry are the primary reasons, among others, why Mr. Miller was selected to serve on our Board.		2017		I
Richard P. Molke		35		Vice President of Asset Management (June 2015 to present). Director of Property Management (September 2010 to June 2015). Mr. Molke’s primary responsibilities include the management of acquisitions, dispositions, expansions, leasing and capital improvement projects of our real estate property holdings.		N/A		N/A

Name		Age		Present Position with the Company; Business Experience During Past Five Years; Other Directorships		Director Since		Class (1)
Gregory T. Otto		32		Independent Director. (2) Chief Strategy Officer of Seabury Maritime, a boutique investment banking and consultancy firm focused on global trade and transportation (2019 to present); Officer in the U.S. Navy Reserve, specializing in civil- maritime intelligence (2011 to present); Various consulting roles based in the Washington DC area focused on civil-maritime intelligence, policy and security (2014-2019); Maritime operations including Port Operations Coordinator, at-sea sailing, intermodal logistics, and Ship’s Officer primarily for the Maersk companies (2009-2014). Mr. Otto’s experience in global commerce, intermodal logistics, and security matters are the primary reasons, among others, why Mr. Otto was selected to serve on our Board.		2017		I
Sonal Pande		41		Independent Director. (2) Assistant Dean of Alumni Relations and Fundraising at New York University’s School of Professional Studies (2018 to present); Director of Development at New York University’s School of Professional Studies (2015 -2018), Head of Major Giving of Prostate Cancer UK (2012 – 2015) and Major Gifts Officer of Royal National Institute of Blind People in London (2006 to 2012); Ms. Pande’s extensive experience in managing the strategic growth of the domestic and global alumni outreach programs and fundraising pipeline for NYU and for the NYU SPS Schack Institute of Real Estate are the primary reasons, among others, why Ms. Pande was selected to serve on our Board.		2020		II
Michael D. Prashad		35		General Counsel (December 2019 to present). In-House Counsel (February 2015 to December 2019). Corporate Secretary of Company (January 2016 to present). Attorney at Law (2010 to present). Attorney for Hanlon Niemann & Wright, P.C. (2012 to February 2015) where his practice was focused primarily on real estate and corporate matters as well as commercial and civil litigation.		N/A		N/A
Scott L. Robinson		50		Independent Director. (2) Managing Director, Oberon Securities (2013 to present); Clinical Professor of Finance and Director of The REIT Center at New York University (2008 to present); Director (2018 to 2019) and Interim CEO (2019 to 2020), Full Stack Modular; Managing Partner, Cadence Capital Group (2009 to 2013); Vice President, Citigroup (2006 to 2008); Senior REIT and CMBS analyst (1998 to 2006), Standard & Poor’s. Mr. Robinson’s extensive experience in real estate finance and investment are the primary reasons, among others, why Mr. Robinson was selected to serve on our Board.		2005		I

(1)

Class I, II, and III Directors have terms expiring at the annual meetings of our shareholders to be held in 2022, 2023 and 2021, respectively, and when their respective successors are duly elected and qualify.

(2)

Independent within the meaning of applicable New York Stock Exchange listing standards and SEC rules.

Allofficers serve at the pleasure of the Board of Directors, subject to the rights, if any, of any officer under any employment contract.Officers are elected by the Board of Directors annually and as may be appropriate to fill a vacancy in an office.

OurBoard is currently approximately 70% independent.

FamilyRelationships

Thereare no family relationships between any of the directors or executive officers, with the exception of Samuel A. Landy and MichaelP. Landy who are the sons of our Founder, Eugene W. Landy, who is the Chairman of the Board and an Executive Director.

AuditCommittee

Wehave a separately-designated standing audit committee (the “Audit Committee”) established in accordance with Section3(a)(58)(A) of the Exchange Act, whose members are Brian H. Haimm (Chairman), Catherine B. Elflein, Matthew I. Hirsch, GregoryT. Otto and Scott L. Robinson. Our Board has determined that Brian H. Haimm, Catherine B. Elflein and Scott L. Robinson are auditcommittee financial experts and that all members of the audit committee are independent as required by the listing standards ofthe NYSE. The Audit Committee operates under the Audit Committee Charter, which can be found at our website at www.mreic.reit .The charter is reviewed annually for adequacy.

TheAudit Committee oversees a cybersecurity subcommittee (the “Cybersecurity Subcommittee”), which operates under theCybersecurity Subcommittee Charter, which can be found at our website at www.mreic.reit . The charter is reviewed annuallyfor adequacy. The members of the Cybersecurity Subcommittee are Gregory T. Otto (Chairman) and Catherine B. Elflein.

CompensationCommittee

Wehave a separately-designated standing compensation committee (the “Compensation Committee”), consisting of three ofour independent directors: Brian H. Haimm (Chairman), Matthew I. Hirsch and Gregory T. Otto. Our Board has determined that allmembers of the Compensation Committee are independent as required by the listing standards of the NYSE. The Compensation Committeeoperates under the Compensation Committee Charter, which can be found at our website at www.mreic.reit . The CompensationCommittee charter is reviewed annually for adequacy. The role of the Compensation Committee is discussed in greater detail belowin the section on Executive Compensation.

Nominatingand Corporate Governance Committee

Wehave a separately-designated standing nominating and corporate governance committee (the “Nominating and Corporate GovernanceCommittee”), consisting of three of our independent directors: Scott L. Robinson (Chairman), Matthew I. Hirsch and GregoryT. Otto. Our Board has determined that all members of the Nominating and Corporate Governance Committee are independent as requiredby the listing standards of the NYSE. The Nominating and Corporate Governance Committee operates under the Nominating and CorporateGovernance Committee charter, which can be found at our website at www.mreic.reit . The Nominating and Corporate GovernanceCommittee charter is reviewed annually for adequacy. Among its other responsibilities, the Nominating and Corporate GovernanceCommittee identifies and evaluates candidates to be nominated as directors, which may include candidates put forward by shareholders.Qualifications considered by the Nominating and Corporate Governance Committee in evaluating nominees include, but are not limitedto, a candidate’s judgment, skill, experience with businesses and organizations comparable to the Company, the interplayof the candidate’s experience with the experience of other Board members, the candidate’s independence according tothe rules of the New York Stock Exchange, diversity, and the extent to which the candidate would be a desirable addition to theBoard and any of its committees.

DelinquentSection 16(a) Reports

Section16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s Officers and Directors, and persons whoown more than 10% of the Company’s Common Stock, to file reports of ownership and changes in ownership with the Securitiesand Exchange Commission. Officers, Directors and greater than 10% shareholders are required by the Securities and Exchange Commissionto furnish the Company with copies of all Section 16(a) forms they file. Based solely on review of the copies of such forms furnishedto the Company, the Company believes that, during the fiscal year, all Section 16(a) filing requirements applicable to its Officers,Directors and greater than 10% beneficial owners were met, except that Ms. Sonal Pande, newly-elected as a Director in 2020, failedto file a report on a timely basis due to an administrative error.

Codeof Ethics

Wehave adopted the Code of Business Conduct and Ethics applicable to our Chief Executive Officer and Chief Financial Officer, aswell as our other officers, directors and employees (Code of Ethics). The Code of Ethics is published on the Corporate Governancepage of the Investor Relations section on our website at www.mreic.reit . The Code of Ethics is also available in printto any person without charge who requests a copy by writing or telephoning us at the following address and telephone number: MonmouthReal Estate Investment Corporation, Attention: Stockholder Relations, Bell Works, 101 Crawfords Corner Road, Suite 1405, Holmdel,New Jersey 07733, (732) 577-9996. We will satisfy any disclosure requirements under Item 5.05(c) of Form 8-K regarding a waiverfrom any provision of the Code of Ethics for principal officers or directors by disclosing the nature of such amendment of waiveron our website at www.mreic.reit .

CorporateGovernance Materials

OurCorporate Governance Guidelines, Code of Business Conduct and Ethics, Sustainability Report and the charters for the Audit Committee,Cybersecurity Subcommittee, Compensation Committee and Nominating and Corporate Governance Committee are published on the CorporateGovernance page of the Investor Relations section on our website at www.mreic.reit . We have also adopted a Commitment toEnvironment and Society and our Vendor Code of Conduct available on the Investor Relations section of our website at www.mreic.reit .We are not including the other information contained on, or available through, our website as a part of, or incorporating suchinformation by reference into, this 10-K.

ITEM11 - EXECUTIVE COMPENSATION

CompensationDiscussion and Analysis

Overviewof Compensation Program

TheCompensation Committee (for purposes of this Compensation Discussion and Analysis, the “Committee”) of the Board hasbeen appointed to implement and exercise the Board’s responsibilities relating to the oversight of compensation of our executiveofficers and directors. The Committee has the overall responsibility for evaluating and approving our executive compensation plan,policies and programs, and does not delegate this responsibility to any other person(s). The Committee’s primary objectivesinclude serving as an independent and objective party to review such compensation plan, policies and programs. To assist in theprocess, the Committee has, from time to time, retained the advice of a compensation consultant as outlined below in the sectionentitled Engagement of Compensation Consultant.

Throughoutthis report, the individuals who served as our Chairman of the Board, the President and Chief Executive Officer and other officersincluded in the Summary Compensation Table presented below of this report, are sometimes referred to in this report as the NamedExecutive Officers (NEO’s).

Since1968, we have delivered consistent and reliable returns for our shareholders. Over the last 15 years, we have outperformed theMSCI US REIT Index by a wide margin of over two times. Our total shareholder return (TSR) over the last 15 fiscal years throughSeptember 30, 2020 was 337%, as compared to 135% for the MSCI US REIT Index during the same period. TSR includes both dividendsreinvested and stock price appreciation. Historically, REIT dividends have accounted for approximately 65% of total shareholderreturn. We believe that it is essential that dividends be factored into evaluating a REIT’s economic performance. Our dividendhas proven to be very resilient because our industrial properties are predominantly subject to long-term net leases to investment-gradetenants or their subsidiaries. On October 1, 2015, our Board of Directors approved a 6.7% increase in our quarterly common stockdividend, raising it to $0.16 per share from $0.15 per share. This represented an annualized dividend rate of $0.64 per share.On October 2, 2017, our Board of Directors approved a 6.3% increase in our quarterly common stock dividend, raising it to $0.17per share from $0.16 per share. This represents an annualized dividend rate of $0.68 per share. These two dividend raises representa total increase of 13%. We have maintained or increased our common stock cash dividend for 29 consecutive years. We are one ofthe few REITs that maintained our dividend throughout the Global Financial Crisis. We are also one of the few REITs that is payingout a higher per share dividend today than prior to the Global Financial Crisis.

Thefollowing table highlights important aspects of our executive compensation program, which we believe promotes good governanceand serves the interests of our shareholders.

Highlights

Cash bonus program for Chairman, CEO and CFO tied to objective financial performance goals

Total executive compensation for our Named Executive Officers is within the lowest range (25th percentile), of the 2020 Compensation Survey published by Nareit, within the REIT industry for REITs with comparable data. We considered comparable data of Industrial REITs, of REITs with $1.5 billion to $3.0 billion in market capitalization and of REITs with less than 75 employees.

Clawback policy

Robuststock ownership guidelines: ●    CEO: 6x base salary ●    Other Named Executive Officers: 2x base salary ●    Directors: 3x annual cash fee ●   Named Executive Officers retain (for a minimum of 24 months) at least 50% of the shares received upon vesting of restricted stockor the exercise of stock options (net of any shares sold or forfeited for payment of exercise price, tax or withholding)

Annual say-on-pay vote

Compensation Committee has considered the report of an independent compensation consultant

No excessive perquisites or other benefits

No repricing or buyout of stock options

No excise tax gross-ups

Average total Director compensation is approximately half of the average total director compensation of Comparable REITs (as defined below)

Thefollowing charts illustrate our total return performance over a 1-year and 15-year period as compared to the S&P 500 Indexand the MSCI US REIT Index for the same period:

Thefollowing chart illustrates our growth in total market capitalization over the last five years:

CompensationPhilosophy and Objectives

TheCommittee believes that a well-designed compensation program should align the interests of the Named Executive Officers with theinterests of our shareholders, and that a significant part of the executives’ compensation, over the long term, should bedependent upon the value created for shareholders. In addition, all executives should be held accountable through their compensationfor our performance and compensation levels should reflect the executives’ individual performance in an effort to encourageincreased individual contributions to our performance. This compensation philosophy, as reflected in our employment agreementswith our executives and the overall compensation program, is designed to motivate our executives to focus on operating resultsand create long-term shareholder value by:

●

establishing a compensation program that attracts, retains and motivates executives through compensation that is competitive with comparable publicly-traded REITs;

●

rewarding executives for individual accomplishments and achievements;

●

linking a portion of each executive’s compensation to the achievement of our business plan by using measurements of our operating results and shareholder return; and

●

building a pay-for-performance program that encourages and rewards successful initiatives within a team environment.

TheCommittee believes that the salaries and bonuses in our executive employment agreements are consistent with the Committee’sphilosophy and objectives.

TheCommittee believes that each of the above factors is important when determining compensation levels for Named Executive Officers.The Committee reviews and approves the employment contracts for the Chairman of the Board, the President and Chief Executive Officerand the other Named Executive Officers, and reviews and approves the performance goals and objectives applicable to their performance-basedcompensation. The Committee annually evaluates the performance of the Named Executive Officers in light of those goals and objectives.The Committee considers our performance, relative shareholder return, the total compensation provided to comparable officers atsimilarly situated companies, and compensation earned by the Named Executive Officers in prior years.

TheCommittee believes that the executive compensation packages that we provide to our Named Executive Officers should include bothbase salaries and annual bonus awards that reward corporate and individual performance, as well as give incentives to executivesto meet or exceed established goals. As a result, an important portion of our compensation program is comprised of discretionarybonuses and equity awards as determined by the Committee in recognition of individual accomplishments and achievements, as wellas overall company performance.

Historically,the Committee has used the annual Compensation Survey published by Nareit (Survey) as a guide to setting compensation levels.Total executive compensation paid by us fell within the lowest range (25 ^th percentile) within the REIT industry forREITs with comparable data based upon the 2020 Compensation Survey published by Nareit. Participant company data is not presentedwithin the Survey in a manner that specifically identifies any named individual or company. This Survey details compensation byposition type and company size with statistical salary and bonus information for each position. The subsets presented in the Surveywhich the Committee used for comparison purposes were the industrial property sector, entities with a total market capitalizationbetween $1.5 billion and $3.0 billion and entities with less than 75 full-time employees. The Committee compares our salary andbonus amounts to the ranges presented in this Survey for reasonableness.

Roleof Executive Officers in Compensation Decisions

TheCommittee makes all final compensation decisions with respect to our chief executive officer and recommends to the Board all compensationdecisions with respect to our Named Executive Officers. The Chairman of the Board and the President and Chief Executive Officerreview the performance of the other Named Executive Officers and then present their conclusions and recommendations to the Committeewith respect to base salary adjustments, annual cash bonuses and stock options or restricted stock awards. The Committee exercisesits own discretion in modifying and implementing any recommended adjustments or awards but does consider the recommendations frommanagement who work closely with the other Named Executive Officers.

Roleof Grants of Stock Options and Restricted Stock in Compensation Analysis

TheCommittee views the grant of stock options and restricted stock awards as a form of long-term compensation. The Committee believesthat such grants promote our goal of retaining key employees and align the key employees’ interests with those of our shareholdersfrom a long-term perspective. The number of options or shares of restricted stock granted to each employee, and the performanceor time-based vesting criteria associated with each grant, is determined by consideration of various factors including but notlimited to the employee’s contribution, title, responsibilities, and years of service. The Committee takes outstanding awardsof stock options and restricted stock into account in making its compensation determinations.

Roleof Employment Agreements in Determining Executive Compensation

CertainNamed Executive Officers currently employed are a party to an employment agreement. These agreements establish the base salaries,bonuses and customary fringe benefits for each of these Named Executive Officers. The employment agreements also provide for certainseverance benefits in the event the Named Executive Officer’s employment is terminated, including in the event of a changein control, to alleviate the financial impact of termination of employment, through base salary and health benefit continuation,with the intention of providing for a stable work environment. In considering new or amended employment agreements with our namedexecutive officers, the Committee determines the events upon which severance is payable under the employment agreements with eachNamed Executive Officer in light of the size of the potential payments and the goal of retaining a stable executive team in theevent of a change of control. In determining initial compensation, as incorporated into the employment agreements, the Committeeconsiders all elements of a Named Executive Officer’s total compensation package in comparison to current market practicesand other benefits. In reviewing and setting compensation for the Named Executive Officers, the Committee takes the terms of theemployment agreements into consideration.

ShareholderAdvisory Vote

Oneway to determine if our compensation program reflects the interests of shareholders is through their non-binding advisory voteon our executive compensation practices. At the Annual Meeting of Shareholders held on May 14, 2020, approximately 92% of votescast were voted in favor of our Say-On-Pay proposal, which we believe affirms our shareholders’ support of our approachto our executive compensation program.

Weprovide our shareholders with the opportunity to vote annually on the advisory approval of the compensation of our Named ExecutiveOfficers (Say-on-Pay proposal). The Committee will continue to consider the outcome of our Say-on-Pay proposals when making futurecompensation decisions for our Named Executive Officers.

Engagementof Compensation Consultant

Pursuantto its charter, the Compensation Committee is authorized to retain the services of an executive compensation advisor, in its discretion,to assist with the establishment and review of our compensation programs and related policies. In August 2017, the Committee engagedFPL Associates (FPL), a nationally recognized compensation consulting firm specializing in the REIT industry, to provide additionalmarket-based compensation data and to advise on industry trends and best practices. In order to help our shareholders fairly evaluateour executive compensation in light of our relative economic performance, FPL prepared for the Committee a peer group of REITswith similar total capitalization, ranging between $1.4 billion and $4.0 billion (approximately 0.7x-2.0x Monmouth’s totalcapitalization at that time), and/or REITs that operate within the industrial REIT sector and with whom we compete for executiveemployees. The Compensation Committee has not re-engaged FPL since the completion of its work in 2017.

AgreeRealty Corporation

EastGroupProperties*

GettyRealty Corporation

HershaHospitality Trust

LTCProperties, Inc.

RexfordIndustrial Realty, Inc.*

STAGIndustrial, Inc.*

TerrenoRealty Corporation*

TIERREIT, Inc. (1)

UrstadtBiddle Properties Inc.

*Denotesa peer that is in the Industrial sector

(1)Subsequent to the report issued by FPL in August 2017, TIER REIT, Inc. was merged with another REIT, Cousins Properties Incorporated.Our Compensation Committee no longer considers the merged entity to be a Comparable REIT. For the tables below, our CompensationCommittee added First Industrial Realty Trust, Inc. to the peer group of Comparable REITs.

TheCommittee compared our aggregate pay and performance to those of our peers over the prior three-year period. Based upon this analysis,the Committee concluded that our aggregate pay ranked at the lowest end of the aggregate pay provided by our peers, and that ourperformance by Total Shareholder Return was at the highest end of performance of our peers.

TheCommittee used this data as one tool in considering compensation for our Named Executive Officers for compensation decisions beginningin fiscal 2018. Information about peers includes but is not limited to: base salaries, annual bonuses, long-term equity incentives,composition ranges by position, governance practices, market trends and industry performance. The peer group compensation analysesprepared by FPL have been utilized by the Compensation Committee for informational purposes only and have not been, and will notbe utilized for benchmarking purposes as we do not have formal benchmarking policies for comparing to our peers or the market.The Compensation Committee’s executive compensation determinations are subjective and the result of the Compensation Committee’sbusiness judgment, which is informed by peer group data provided by FPL and will continue to be informed by the experiences ofthe members of the Compensation Committee. The Compensation Committee ultimately uses its own judgment in making final decisionsregarding the compensation paid to our executive officers.

Otherthan advising the Committee as described above, FPL did not provide any other services to us. The Committee has sole authorityto hire, terminate and set the terms of engagement with FPL or any other compensation consultant. The Committee has consideredthe independence of FPL, consistent with the requirements of NYSE and the SEC rules, and has determined that FPL is independent.Further, pursuant to SEC rules, the Committee conducted a conflicts of interest assessment and determined that there are no conflictsof interest resulting from retaining FPL. FPL does not provide any services to our management and has no prior relationship withus prior to its engagement by the Committee. The Committee intends to reassess the independence of FPL or any other compensationconsultant retained by the Committee at least annually.

Elementsof Executive Officer Compensation

Inaddition to its determination of the Named Executives’ individual performance levels for fiscal 2020, the Committee comparedthe Named Executives’ total compensation for 2020 to that within the REIT industry in the Survey described above. For fiscal2020, total executive compensation for our Named Executive Officers is within the lowest range (25th percentile), of the 2020Compensation Survey published by Nareit, within the REIT industry for REITs with comparable data. We considered comparable dataof Industrial REITs, of REITs with $1.5 billion to $3.0 billion in market capitalization and of REITs with less than 75 employees.Our executive compensation structure includes the following objectives and core features:

BaseSalaries

Basesalaries are the principal fixed component of a Named Executive Officer’s compensation and are paid for the fulfillmentof ongoing day-to-day job responsibilities throughout the year. In order to compete for and retain talented executives who arecritical to our long-term success, the Committee has determined that the base salaries of Named Executive Officers should approximatethose of executives of other equity REITs that compete with us for employees, investors and business, while also taking into accountthe Named Executive Officers’ performance and tenure, and our performance relative to the performance reported for companiesin the industrial property sector, REITs with total market capitalization between $1.5 billion and $3.0 billion and REITs withless than 75 full-time employees within the REIT industry in the Survey described above.

Bonuses

Performance-basedCash Bonus Awards

Inaddition to the provisions for base salaries under the terms of their employment agreements and discretionary cash bonuses awardedby the Committee in recognition of individual accomplishments and achievements, the Chairman of the Board, President and ChiefExecutive Officer and the Chief Financial and Accounting Officer are entitled to receive annual cash bonuses for each year duringthe terms of each respective employment agreement provided certain performance goals set by the Committee as described below areachieved.

Forthe Chairman of the Board:

Growth in market cap		7.5%		12.5%		20%
Bonus		$20,000		$45,000		$90,000
Growth in FFO/share		7.5%		12.5%		20%
Bonus		$20,000		$45,000		$90,000
Growth in dividend/share		5%		10%		15%
Bonus		$30,000		$60,000		$120,000
Maximum Bonus Potential		$300,000

Forthe President and Chief Executive Officer:

Growth in market cap				10%		15%		20%
Bonus				$40,000		$60,000		$80,000
Growth in AFFO/share		5%		10%		15%		20%
Bonus (1)		$50,000		$75,000		$100,000		$150,000
Growth in dividend/share		5%		10%		15%
Bonus		$150,000		$200,000		$250,000
Maximum Bonus Potential		$480,000

(1)       Providedthat FFO is equal to or in excess of the dividend

Forthe Chief Financial and Accounting Officer:

Growth in market cap				10%		15%		20%
Bonus				$20,000		$30,000		$40,000
Growth in AFFO/share		5%		10%		15%		20%
Bonus (1)		$25,000		$37,500		$50,000		$75,000
Growth in dividend/share		5%		10%		15%
Bonus		$75,000		$100,000		$125,000
Maximum Bonus Potential		$240,000

(1)

Provided that FFO is equal to or in excess of the dividend

Noneof the performance goals were met for fiscal 2020 for our Chairman of the Board, President and Chief Executive Officer and ChiefFinancial and Accounting Officer.

DiscretionaryCash Bonus Awards

TheCommittee considers discretionary cash bonuses for the Chairman of the Board and the President and Chief Executive Officer annually.Discretionary cash bonuses awarded to the other Named Executive Officers are based on recommendations made annually by the Chairmanof the Board and the President and Chief Executive Officer, which are then considered by the Committee in its discretion. TheCommittee believes that short-term rewards in the form of discretionary cash bonuses to senior executives generally should reflectshort-term results and should take into consideration both the profitability and our performance and the performance of the individual,which may include comparing such individual’s performance to that in the preceding year, reviewing the breadth and natureof the senior executive’s responsibilities and valuing special contributions by each such individual. In evaluating ourperformance annually, for purposes of discretionary cash bonuses, the Committee considers a variety of factors, including, amongothers, Funds From Operations (FFO), Adjusted Funds From Operations (AFFO), net income, growth in asset size, amount of spaceunder lease and total return to shareholders. We have adopted the FFO definition suggested by Nareit, which defines FFO to meannet income computed in accordance with U.S. GAAP, excluding gains or losses from sales of property and unrealized gains and lossesfrom our investments in marketable securities, plus real estate related depreciation and amortization. We define AFFO as FFO plusacquisition costs and costs associated with the Redemption of Preferred Stock less recurring capital expenditures and excludingthe following: lease termination income, gains or losses on securities transactions, stock-based compensation expense, amortizationof financing and leasing commission costs, depreciation of corporate office tenant improvements, straight-line rent adjustments,non-recurring severance expense and non-recurring other expense. We consider FFO and AFFO to be meaningful additional measuresof operating performance, primarily because they exclude the assumption that the value of our real estate assets diminishes predictablyover time and because industry analysts have accepted these as performance measures.

Otherfactors considered include the employee’s title and years of service. The employee’s title generally reflects theemployee’s responsibilities and the employee’s years of service may be considered in determining the level of discretionarycash bonus in comparison to base salary. The Committee has declined in the past to use specific performance formulas with respectto the cash bonuses awarded to the other Named Executive Officers, believing that with respect to our performance, such formulasdo not adequately account for many factors, including, among others, our relative performance compared to our competitors duringvariations in the economic cycle, and that with respect to individual performance, such formulas are not a substitute for thesubjective evaluation by the Committee of a wide range of management and leadership skills of each of the senior executives.

Insetting discretionary bonuses for fiscal 2020, the Committee considered the performance of the Chairman of the Board and the Presidentand Chief Executive Officer and received the recommendations from the Chairman of the Board and the President and Chief ExecutiveOfficer for the discretionary cash bonuses to be awarded to the other Named Executive Officers. The Committee also consideredmanagement’s report on our progress toward our fiscal 2020 achievements in financial performance and strategic growth, andthe role of each Named Executive Officer in delivering these achievements:

FinancialPerformance

●

Growth in Gross Revenue: Increased Gross Revenue for fiscal 2020 by 5% to $178.3 million.

●

Growth in Net Operating Income (NOI)*: Increased NOI for fiscal 2020 by 7% to $140.7 million.

●

Improved Balance Sheet: Continued to maintain our strong balance sheet as evidenced by our relatively unchanged Net Debt to Adjusted EBITDA of 6.0x as of the current fiscal yearend from 5.9x as of the prior fiscal yearend and reduced our Net Debt to Undepreciated Book Capitalization to 38.5% as of fiscal yearend 2020 from 39.0% as of fiscal yearend 2019. Our weighted average debt maturity for our fixed-rate debt remained in excess of 11 years.

●

Enhanced Borrowing Capacity: Increased our unencumbered assets during the 2020 fiscal year, allowing us to replace our existing $200.0 million unsecured line of credit facility with a new $225.0 million unsecured line of credit facility and a new $75.0 million term loan, increasing our borrowing capacity, extending the term and reducing our borrowing rates.

●

Maintained Conservative Dividend Payout Ratio : Adjusted Funds From Operation (AFFO)* per diluted share for fiscal 2020 remained well covered Dividend to AFFO payout ratio. With a weighted average lease maturity of over 7 years and in excess of 81% of our revenue secured by leases with tenants from companies, or subsidiaries of companies, that are considered Investment Grade, coupled with the weighted average debt maturity of our fixed-rate debt remaining in excess of 11 years, we have a very safe Dividend to AFFO payout ratio.

●

Reduced General and Administrative Expense both in the Aggregate and as a Percentage of Revenue and Assets : G&A expense decreased by 2% from $9.1 million in fiscal 2019 to $8.9 million in fiscal 2020. G&A expense as a percentage of Gross Revenue decreased by 6% to 5.0% and G&A expense as a percentage of Undepreciated Assets decreased by 7% to 40 basis points for fiscal 2020.

PortfolioGrowth

●

Property Acquisitions : Located and acquired five, brand new, Class A industrial properties for an aggregate purchase price of $175.1 million in fiscal 2020, totaling 1.2 million square feet, without placing undue burden on liquidity. All five properties are leased to Investment Grade tenants or their subsidiaries.

●

Growth in Gross Leasable Area : Achieved 5% year over year growth in gross leasable area for fiscal 2020, with 23.4 million total rentable square feet as of September 30, 2020.

●

Strong Tenant Occupancy : Achieved 99.4% overall occupancy rate as of September 30, 2020.

●

Commitments to Acquire Property : During fiscal 2020, we entered into agreements to acquire six, brand new, Class A industrial properties that are all leased long-term to Investment Grade tenants or their subsidiaries, totaling 2.4 million square feet for a total cost of $338.4 million.

CapitalMarkets Activity

●

At-The-Market Transaction : Since inception through September 30, 2020, sold 10.5 million shares of our 6.125% Series C preferred stock under our Preferred Stock At-The-Market Sales Agreement Program at a weighted average price of $24.92 per share, and generated net proceeds, after offering expenses, of $256.4 million, of which 5.0 million shares were sold during the fiscal year ended 2020 at a weighted average price of $25.04 per share, and generated net proceeds, after offering expenses, of $122.4 million.

●

Capital Raising through DRIP : Raised $26.4 million through our Dividend Reinvestment and Stock Purchase Plan (DRIP) during fiscal 2020.

*NOI,AFFO and Adjusted EBITDA are non-GAAP performance measures. See Financial Information on pages 33, 34, 37, 38 and 39for a discussion of our non-GAAP performance measures.

Afterconsidering our progress towards our fiscal 2020 financial performance and strategic growth achievements, as outlined above, aswell as the individual performance of the Chairman of the Board, the President and Chief Executive Officer and the other NamedExecutive Officers, and the recommendations of the Chairman of the Board and the President and Chief Executive Officer as to theother Named Executive Officers, the Committee established the individual discretionary cash bonuses for the Named Executive Officersbased on our overall performance and the Named Executive Officers’ individual contributions to these accomplishments. Otherfactors considered in determining individual bonus amounts included the Named Executive Officers’ responsibilities and yearsof service. During fiscal 2020, the Chairman of the Board received a discretionary cash bonus of $20,000 and the President andChief Executive Officer and the Chief Financial and Accounting Officer each received a discretionary cash bonus of $30,000.

StockOptions and Restricted Stock

Theemployment agreement for the Chairman of the Board states that he will receive options to purchase 65,000 shares of stock annually.The employment agreements for the President and Chief Executive Officer and for the Chief Financial and Accounting Officer statesthat they will be entitled to equity awards of restricted stock (25,000 shares for the President and Chief Executive Officer and12,500 shares for the Chief Financial and Accounting Officer) each year based on achievement of performance objectives as determinedby the Committee including, but not limited to, AFFO per share growth, acquisitions and total return performance. In addition,the Committee has the discretion to make additional awards of stock options and restricted stock for outstanding performance.

Forthe other Named Executive Officers, the Chairman of the Board and the President and Chief Executive Officer make a recommendationto the Committee for specific stock options or restricted stock grants. In making its decisions, the Committee does not use anestablished formula or focus on a specific performance target. The Committee recognizes that often outside forces beyond the controlof management, such as economic conditions, changing leasing and real estate markets and other factors, may contribute to lessfavorable near-term results even when sound strategic decisions have been made by the senior executives to position Monmouth forlonger term profitability. Thus, the Committee also attempts to identify whether the senior executives are exercising the kindof judgment and making the types of decisions that will lead to future growth and enhanced asset value, even if the same are difficultto measure on a current basis. For example, in determining appropriate stock option and restricted stock awards, the Committeeconsiders, among other matters, whether the senior executives have executed strategies that will provide adequate funding or appropriateborrowing capacity for future growth, whether acquisition and leasing strategies have been developed to ensure a future streamof reliable and increasing revenues for Monmouth, whether the selection of properties, tenants and tenant mix evidence appropriaterisk management, including risks associated with real estate markets and tenant credit, and whether the administration of staffsize and compensation appropriately balances our current and projected operating requirements with the need to effectively controloverhead costs, while continuing to grow the enterprise. The only equity awards that were made to Named Executive Officers duringfiscal 2020 were those paid to our Chairman of the Board, the President and Chief Executive Officer and the Chief Financial andAccounting Officer as shown in Summary Compensation Table below and as awarded to Named Executive Officers who are also directorsas part of our Director Compensation Plan. In accordance with his employment agreement, the Chairman of the Board was awarded65,000 stock options. As part of their annual director fees, the Chairman of the Board, the President and Chief Executive Officerand the Chief Financial and Accounting Officer each received 360 shares of unrestricted common stock.

OtherPersonal Benefits

TheNamed Executive Officers are provided the following benefits under the terms of their employment agreements: an allotted numberof paid vacation weeks; eligibility for the executive, as well as spouse and dependents where applicable, in all our sponsoredemployee benefits plans, including 401(k) plan, group health, accident, and life insurance, on terms no less favorable than applicableto any other executive; and supplemental disability insurance, at our cost. Attributed costs of the personal benefits describedabove for the Named Executive Officers for the fiscal year ended September 30, 2020, are included in “All Other Compensation”of the Summary Compensation Table provided below under Item 11 of this report.

Paymentsupon Termination or Change in Control

Inaddition, the Named Executive Officers’ employment agreements each contain provisions relating to change in control events.The employment agreements also contain severance or continuation of salary payments upon any termination of the Named ExecutiveOfficers’ employment, except in the case of Mr. Michael P. Landy and Mr. Kevin S. Miller, whose severance payments are onlyupon a termination by us other than for cause or by the employee for good reason (as defined under the terms of the employmentagreements). These change in control and severance terms have been deemed reasonable by the Compensation Committee based on thetenure and performance of each Named Executive Officer. Information regarding these provisions is included in “EmploymentAgreements” provided below in this Annual Report. There are no other agreements or arrangements governing change in controlpayments.

Evaluation

Inevaluating Mr. Eugene W. Landy’s, Mr. Michael P. Landy’s and Mr. Kevin S. Miller’s eligibility for annual cashbonuses, the Committee used the bonus schedule included in their respective Amended Employment Agreements as a guide and, in consideringdiscretionary cash bonuses for all Named Executive Officers, considered the factors detailed above under the heading “Bonuses.”

TheCommittee also reviewed the progress made by Mr. Michael P. Landy, President and Chief Executive Officer, as well as his contributionstoward the progress that we had made that enabled us to reach the achievements discussed under “Financial Performance”above. Mr. Landy is employed under an employment agreement with us. His base compensation under this contract was increased effectiveOctober 1, 2016 to $750,000 and will increase by 5% each year. In August 2020, Mr. Landy entered into an Amended and RestatedEmployment Agreement (the “Amended Agreement”) to amend Mr. Landy’s Employment agreement that was originallyeffective on October 1, 2013 and subsequently amended October 1, 2016. The Amended Agreement has an initial term of three years,rather than five years, as provided under the prior Employment Agreement, and renews automatically for new three-year terms onthe first day of each calendar quarter unless otherwise terminated. The Amended Agreement eliminates the “single-trigger”severance provisions by modifying the circumstances under which a termination severance package would be paid to Mr. Landy andprovides that, upon a change of control, the Amended Agreement will automatically renew for three years, rather than five years,as provided under the Original Agreement. The Amended Agreement also establishes Mr. Landy’s base salary for fiscal yearsending September 30, 2022 and September 30, 2023, representing 5% increases per annum over the prior years’ base salary.For fiscal years after 2023, Mr. Landy’s base salary will be set by the Compensation Committee of our Board of Directorsbut will be no less than his base salary for the preceding year. When considering the new employment agreement, the CompensationCommittee took into account the transformative changes the Company has enjoyed over the past several years, which include theCompany’s total market capitalization growing more than three-fold since fiscal 2010, and the company’s total assetsnearly tripling as well since that time, while the Company’s general and administrative expenses only doubled over thisperiod. Since fiscal 2010 through fiscal 2020, our total market capitalization has grown by approximately 6.1x and ourtotal assets have grown by approximately 4.9x, while our G&A expenses increased by only 3.2x over this period.

AllNamed Executive Officers were awarded their respective compensation based on their respective Employment Agreements and the manycontributions that they have made towards our progress, as further detailed above, under the heading “Financial Performance.”The Committee also considered the recommendations of the Chairman of the Board and the President and Chief Executive Officer concerningthe other Named Executive Officers’ annual salaries, bonuses, and fringe benefits.

ClawbackPolicy

InOctober 2017, the Committee adopted a clawback policy that provides that in the event of a material restatement of our financialresults, other than a restatement caused by a change in applicable accounting rules or interpretations, the Committee will reviewthe performance-based compensation of our Named Executive Officers, as defined in our Proxy Statement from year to year, for thethree years prior to such material restatement. If the Committee determines that the amount of any performance-based compensationactually paid or awarded to a Named Executive Officer (Awarded Compensation) would have been lower if it had been calculated basedon such restated financial statements (Actual Compensation) and that such executive officer engaged in actual fraud or willfulunlawful misconduct that materially contributed to the need for the restatement, then the Committee may direct us to recoup theafter-tax portion of the difference between the Awarded Compensation and the Actual Compensation for the Named Executive Officers.The Committee has absolute discretion to administer and interpret this policy in our best interests.

OwnershipGuidelines

Inorder to encourage our directors and Named Executive Officers to retain investments in us and help further align their interestswith the interests of our stockholders, the Committee has adopted stock ownership guidelines applicable to our directors, ourChief Executive Officer and our other Named Executive Officers, recommending that they hold the following amounts of our stock:

Position		Stock Ownership Guideline
Chief Executive Officer		6x base salary
Other NEOs		2x base salary
Director		3x annual cash fee
All NEOs		50% of net shares received upon exercise/vesting of equity awards (24 month holding period)

Forpurposes of determining compliance with these ownership guidelines (other than the holding period for vested equity compensation),the value of each director’s or officer’s stock holdings will be calculated based on the closing price of a shareof our common stock on the last trading day of our fiscal year, which was $13.85 on September 30, 2020. Shares owned by a directoror officer include: shares owned outright by the director or officer or by his or her immediate family members residing in thesame household; shares held in trust or under a similar arrangement for the economic benefit of the director or officer; restrictedor unrestricted stock issued as part of the director or officer’s compensation, whether or not vested; shares acquired uponoption exercise that the director or executive officer continues to own; and shares held for the director or executive officer’saccount in a 401(k) or other retirement plan.

OurChief Executive Officer Stock Ownership Policy was adopted in September 2015. As of September 30, 2020, Mr. Michael P. Landy,our President and Chief Executive Officer, owned stock valued at 12x his base salary and which is also approximately 2.0x theamount specified in our guidelines for CEO stock ownership requirement. Our other Named Executive Officers are working towardsmeeting the stock ownership guidelines. Our Director Stock Ownership policy was adopted effective September 12, 2017, and ourother stock ownership policies were adopted effective October 1, 2017.

Theaggregate stock ownership of our directors and officers represent 3.9% of our outstanding common stock, which currently representsthe fourth largest block of shareholders behind three institutional investors and helps align our management’s interestswith our shareholders’ interests.

CompensationCommittee Report

TheCompensation Committee of our Board of Directors has reviewed and discussed the Compensation Discussion and Analysis requiredby Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommendedto our Board of Directors that the Compensation Discussion and Analysis be included in this report.

		Compensation Committee:
		Brian H. Haimm (Chairman)
		Matthew I. Hirsch Gregory T. Otto

SummaryCompensation Table

Name and Principal Position		Fiscal Year				Salary ($)				Bonus ($)				Stock Awards ($) (4)				Option Awards ($) (5)				Non-Equity Incentive Plan Compensation ($)				Change in Pension Value And Nonqualified Deferred Compensation Earnings ($)				All Other Compensation ($)				Total ($)
Eugene W. Landy			2020			$	430,500			$	20,000			$	4,837			$	80,600			$	0			$	4,561	(1)		$	68,500	(2)		$	608,998
Chairman of the Board			2019				430,500				80,000				4,819				69,550				0				7,927	(1)			68,000				660,796
			2018				430,500				95,615				4,823				119,600				95,000				11,043	(1)			68,500				825,081
Michael P. Landy			2020			$	868,219			$	30,000			$	4,837			$	0			$	0			$	0			$	83,480	(3)		$	986,536
President and Chief			2019				826,875				105,000				391,069				77,350				0				0				82,780				1,483,074
Executive Officer			2018				787,500				160,577				210,698				0				290,000				0				83,080				1,531,855
Kevin S. Miller			2020			$	540,000			$	30,000			$	4,837			$	0			$	0			$	0			$	81,903	(6)		$	656,740
Chief Financial and			2019				491,592				105,000				4,819				65,450				0				0				81,203				748,064
Accounting Officer			2018				392,538				141,250				4,823				0				0				0				81,316				619,927
Michael D. Prashad			2020			$	211,707			$	45,000			$	0			$	0			$	0			$	0			$	9,212	(7)		$	265,919
General Counsel
Richard P. Molke			2020			$	195,120			$	45,000			$	0			$	0			$	0			$	0			$	9,225	(8)		$	249,345
VP of Asset
Management
Allison Nagelberg			2020			$	395,040			$	30,000			$	0			$	0			$	0			$	0			$	447,416	(10)		$	872,456
Former General			2019				390,699				80,000				0				53,550				0				0				19,275				543,524
Counsel (9)			2018				372,094				92,500				0				0				0				0				10,800				475,394

Thefollowing Summary Compensation Table shows compensation paid or accrued by us for services rendered during the fiscal years endedSeptember 30, 2020, 2019, and 2018 to the Named Executive Officers. There were no other Named Executive Officers whose aggregatecompensation exceeded $100,000 during fiscal 2020.

Notes:

	(1)	Accrual for pension and other benefits of $4,561, $7,927 and $11,043 for fiscal 2020, 2019 and 2018, respectively, in accordance with Mr. Landy’s employment agreement.
	(2)	Represents annual cash directors’ fee of $48,000 and directors’ meeting fees of $20,500.
	(3)	Represents annual cash directors’ fee of $48,000 and directors’ meeting fees of $20,500 and $11,200 in discretionary contributions to our 401(k) Plan allocated to an account of the Named Executive Officer and $3,780 in reimbursement of a life insurance policy.
	(4)	The restricted stock values were established based on the number of shares granted as follows, for fiscal 2019: 10/22/18-$15.45, for fiscal 2018: 10/3/17-$16.47; Unrestricted stock awards in fiscal 2020 comprises an annual directors’ fee paid to Mr. Eugene W. Landy, Mr. Michael P. Landy and Mr. Kevin S. Miller in the form of 360 shares of unrestricted common stock each (1,080 shares total) valued at a weighted average price of $13.44 per share. Unrestricted stock awards in fiscal 2019 comprises an annual directors’ fee paid to Mr. Eugene W. Landy, Mr. Michael P. Landy and Mr. Kevin S. Miller in the form of 355 shares of unrestricted common stock each (1,065 shares total) valued at a weighted average price of $13.58 per share. Unrestricted stock awards in fiscal 2018 comprises an annual directors’ fee paid to Mr. Eugene W. Landy, Mr. Michael P. Landy and Mr. Kevin S. Miller in the form of 300 shares of unrestricted common stock each (900 shares total) valued at a weighted average price of $16.10 per share.
	(5)	The fair value of the stock option grant was based on the Black-Scholes valuation model. See table below for detail. The actual value of the options will depend upon our performance during the period of time the options are outstanding and the price of our common stock on the date of exercise.
	(6)	Represents annual cash directors’ fee of $48,000 and directors’ meeting fees of $20,500 and $11,200 in discretionary contributions to our 401(k) Plan allocated to an account of the Named Executive Officer and $2,203 in reimbursement of a life insurance policy.
	(7)	Represents $9,212 in discretionary contributions to our 401(k) Plan allocated to an account of the Named Executive Officer.
	(8)	Represents $9,225 in discretionary contributions to our 401(k) Plan allocated to an account of the Named Executive Officer.
	(9)	Ms. Nagelberg retired from her position as General Counsel and from all other positions she held with us, effective December 31, 2019.
	(10)	Consists of payments made in accordance with Ms. Nagelberg’s severance agreement consisting of a $395,040 lump sum payment, $37,688 in COBRA payments, $11,200 in discretionary contributions to our 401(k) Plan and $3,488 in reimbursement of a disability policy.

EquityCompensation Plan Information

Atour Annual Meeting held on May 18, 2017, our common shareholders approved our Amended and Restated 2007 Incentive Award Plan (thePlan) which extended the term of our 2007 Incentive Award Plan for an additional 10 years, until March 13, 2027, added 1.6 millionshares of common stock to the share reserve, expanded the types of awards available for grant under the Plan and made other improvementsto the 2007 Plan.

Optionsto purchase 65,000 shares were granted in fiscal 2020 and options to purchase 95,000 shares were exercised during fiscal 2020.In addition, during fiscal 2020, 4,680 shares of unrestricted common stock were granted. As of September 30, 2020, thenumber of shares remaining for future grant under the Plan is 1,222,577.

TheCommittee, in its capacity as Plan Administrator shall determine, among other things: the recipients of awards; the type and numberof awards participants will receive; the terms, conditions and forms of the awards; the times and conditions subject to whichawards may be exercised or become vested, deliverable or exercisable, or as to which any restrictions may apply or lapse; andmay amend or modify the terms and conditions of an award, except that repricing of options or Stock Appreciation Rights (SAR)is not permitted without shareholder approval.

Noparticipant may receive awards during any calendar year covering more than 200,000 shares of common stock or more than $1.5 millionin cash. Regular annual awards granted to non-employee directors as compensation for services as non-employee directors, duringany of our fiscal years, may not exceed $100,000 in value of the date of grant, and the grant date value of any special or one-timeaward upon election or appointment to the Board of Directors may not exceed $200,000.

Awardsgranted pursuant to the Plan generally may not vest until the first anniversary of the date the award was granted, provided, however,that up to 5% of the Common Shares available under the Plan may be awarded to any one or more Eligible Individuals without theminimum vesting period.

Ifan award made under the Plan is forfeited, expires or is converted into shares of another entity in connection with a recapitalization,reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares or other similar event, or the awardis settled in cash, the shares associated with the forfeited, expired, converted or settled award will become available for additionalawards under the Plan.

Theterm of any stock option or SAR generally may not be more than 10 years from the date of grant. The exercise price per commonshare under the Plan generally may not be below 100% of the fair market value of a common share at the date of grant.

Grantsof Plan-Based Awards

Allrestricted stock awards granted during fiscal year 2020 vest 1/5 ^th per year over a five-year period and all dividendspaid on unvested shares are reinvested in additional shares of restricted stock subject to the same vesting schedule. The followingtable sets forth, for the Named Executive Officers, information regarding individual grants of restricted stock and individualgrants of stock options made under the Plan during the fiscal year ended September 30, 2020:

Name		Grant Date		All Other Stock Awards; Number of Shares of Restricted Stock				All Other Stock Awards; Number of Shares of Unrestricted Stock (1)				All Other Option Awards; Number of Shares Underlying Options (2)				Exercise Price of Option Award or Fair Value Per Share at Grant Date of Stock Award				Grant Date Fair Value
Eugene W. Landy		1/13/20			0				0				65,000			$	14.55			$	80,600	(3)
Eugene W. Landy		1/16/20			0				83				0			$	14.60			$	1,212
Eugene W. Landy		3/25/20			0				110				0			$	10.98			$	1,208
Eugene W. Landy		6/18/20			0				82				0			$	14.72			$	1,207
Eugene W. Landy		9/16/20			0				85				0			$	14.24			$	1,210
Michael P. Landy		1/16/20			0				83				0			$	14.60			$	1,212
Michael P. Landy		3/25/20			0				110				0			$	10.98			$	1,208
Michael P. Landy		6/18/20			0				82				0			$	14.72			$	1,207
Michael P. Landy		9/16/20			0				85				0			$	14.24			$	1,210
Kevin S. Miller		1/16/20			0				83				0			$	14.60			$	1,212
Kevin S. Miller		3/25/20			0				110				0			$	10.98			$	1,208
Kevin S. Miller		6/18/20			0				82				0			$	14.72			$	1,207
Kevin S. Miller		9/16/20			0				85				0			$	14.24			$	1,210

	(1)	Comprises an annual directors’ fee paid to Mr. Eugene W. Landy, Mr. Michael P. Landy and Mr. Kevin S. Miller in the form of 360 shares of unrestricted common stock each (1,080 shares total) valued at a weighted average price of $13.44 per share.
	(2)	These options expire eight years from grant date and are exercisable one year after grant date.
	(3)	This value was established using the Black-Scholes stock option valuation model. The following weighted average assumptions were used in the model: expected volatility of 18.40%; risk-free interest rate of 1.76%; dividend yield of 4.67%; expected life of options of eight years; and 0 estimated forfeitures. The fair value per share granted was $1.24. The actual value of the options will depend upon our performance during the period of time the options are outstanding and the price of our common stock on the date of exercise.

NarrativeDisclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

Ourexecutive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Tableand the Grants of Plan-Based Awards Table was paid or awarded to our Named Executive Officers, are described above under “CompensationDiscussion and Analysis” and below under “Employment Agreements.”

OptionExercises and Stock Vested

Thefollowing table sets forth summary information concerning options exercised and vesting of stock awards for each of the NamedExecutive Officers during the fiscal year ended September 30, 2020:

Fiscal Year Ended September 30, 2020
			Option Awards								Stock Awards
Name		Number of Shares Acquiredon Exercise (#)				Value Realized on Exercise(1) ($)				Number of Shares Acquiredon Vesting (#)				Value realized on Vesting ($)
Eugene W. Landy			65,000			$	343,200				11,839			$	169,379	(2)
Michael P. Landy			0				0				12,733				183,185	(3)
Kevin S. Miller			0				0				3,170				45,206	(4)
Richard Molke			0				0				517				7,427	(5)
Allison Nagelberg			0				0				1,254				18,162	(6)

	(1)	Value realized based on the difference between the closing price of the shares on the NYSE as of the date of exercise less the exercise price of the stock option.
	(2)	Value realized based on the closing price of the shares on the NYSE as of the date of vesting made up of 1,290 shares vested on 7/6/20 at $14.37 per share; 10,189 shares vested on 9/14/20 at $14.33 per share and 360 shares issued throughout fiscal 2020 in connection with annual director fees which vested at a weighted average price of $13.44 per share.
	(3)	Value realized based on the closing price of the shares on the NYSE as of the date of vesting made up of 8,013 shares vested on 10/3/19 at $14.44 per share; 3,870 shares vested on 7/6/20 at $14.37 per share; 491 shares vested on 9/14/20 at $14.33 per share and 360 shares issued throughout fiscal 2020 in connection with annual director fees which vested at a weighted average price of $13.44 per share.
	(4)	Value realized based on the closing price of the shares on the NYSE as of the date of vesting made up of 2,580 shares vested on 7/6/20 at $14.37 per share, 230 shares vested on 9/14/20 at $14.33 per share and 360 shares issued throughout fiscal 2020 in connection with annual director fees which vested at a weighted average price of $13.44 per share.
	(5)	Value realized based on the closing price of the shares on the NYSE as of the date of vesting made up of 517 shares vested on 7/6/20 at $14.37 per share.
	(6)	Value realized based on the closing price of the shares on the NYSE as of the effective date of retirement on 12/31/19 made up of 1,254 shares at $14.48 per share.

OutstandingEquity Awards at Fiscal Year End

Thefollowing table sets forth for the executive officers named in the Summary Compensation Table, information regarding stock optionsand restricted stock outstanding at September 30, 2020:

Fiscal Year Ended September 30, 2020
			Option Awards																Restricted Stock Awards
Name			Number of Securities Underlying Unexercised Options Exercisable				Number of Securities Underlying Unexercised Options Unexercisable				Option exercise price ($)				Option expiration date				Number of Shares That Have Not Vested				Market Value Of Shares that Have Not Vested (2)
Eugene W. Landy																			10,413	(3)		$	144,211
			0				65,000	(1)			14.55				01/13/28
			65,000				0				12.86				01/10/27
			65,000				0				17.80				01/03/26
			65,000				0				15.04				01/04/25
			65,000				0				10.37				01/05/24
			65,000				0				11.16				01/05/23
			65,000				0				8.94				01/03/22
			65,000				0				10.46				01/03/21
Michael P. Landy			65,000				0			$	13.64				12/10/26				31,353	(4)		$	434,238
Kevin S. Miller			55,000				0			$	13.64				12/10/26				471	(5)		$	6,520
			40,000				0			$	14.24				12/09/24
Michael D. Prashad			30,000				0			$	13.64				12/10/26				0			$	0
			15,000				0			$	14.24				12/09/24
Richard P. Molke			30,000				0			$	13.64				12/10/26				0			$	0

(1)

These options will become exercisable on January 13, 2021.

(2)

Based on the closing price of our common stock on September 30, 2020 of $13.85. Restricted stock awards initially vest over five years.

(3)

9,942 shares vest on September 14, 2021; 471 shares vest 1/2 on September 14 th over the next two years.

(4)

471 shares vest 1/2 on September 14 th over the next two years; 8,694 shares vest 1/3 rd on October 3 rd over the next three years; and 22,188 shares vest 1/4 th on October 3 rd over the next four years.

(5)

471 shares vest 1/2 on September 14 th over the next two years.

EmploymentAgreements

EugeneW. Landy, our Chairman of the Board, executed an Employment Agreement on December 9, 1994, which was amended on June 26, 1997(First Amendment), on November 5, 2003 (Second Amendment), on April 1, 2008 (Third Amendment), on July 1, 2010 (Fourth Amendment),on April 25, 2013 (Fifth Amendment), on December 20, 2013 (Sixth Amendment), on December 18, 2014 (Seventh Amendment) and on January12, 2016 (Eighth Amendment) – collectively, the “Amended Employment Agreement.” Pursuant to the Amended EmploymentAgreement, Mr. Eugene Landy’s base salary was $430,500 per year, effective January 1, 2016. He is entitled to receive pensionpayments of $50,000 per year through 2020; in fiscal 2020, we accrued $4,000 in additional compensation expense related to thepension benefits. Mr. Eugene Landy’s incentive bonus schedule is detailed in the Fourth Amendment and is based on progresstoward achieving certain target levels of growth in market capitalization, funds from operations and dividends per share. Pursuantto the Amended Employment Agreement, Mr. Eugene Landy will receive each year an option to purchase 65,000 Common Shares. Mr. EugeneLandy is entitled to five weeks paid vacation annually, and he is entitled to participate in our employee benefit plans.

TheAmended Employment Agreement provides for aggregate severance payments of $500,000, payable to Mr. Eugene Landy upon the terminationof his employment for any reason in increments of $100,000 per year for five years. He is entitled to disability payments in theevent of his disability (as defined in the Amended Employment Agreement) for a period of three years equal to his base salary.The Amended Employment Agreement provides for a death benefit of $500,000, payable to Mr. Eugene Landy’s designated beneficiary.Upon the termination of Mr. Eugene Landy’s employment, following, or as a result of, certain types of transactions thatlead to a significant increase in our market capitalization, the Amended Employment Agreement provides that Mr. Eugene Landy willreceive a grant of 35,000 to 65,000 Common Shares, depending on the amount of the increase in our market capitalization, all ofhis outstanding options to purchase Common Shares will become immediately vested, and he will be entitled to continue to receivebenefits under our health insurance and similar plans for one year. In the event of a change in control, Mr. Eugene Landy shallreceive a lump sum payment of $2.5 million, provided that the sale price is at least $10 per share of common stock. A change ofcontrol is defined as the consummation of a reorganization, merger, share exchange, consolidation, or sale or disposition of allor substantially all of our assets. This change of control provision will not apply to any combination between us and UMH. Paymentwill be made simultaneously with the closing of the transaction, and only in the event that the transaction closes. The AmendedEmployment Agreement is terminable by our Board of Directors at any time by reason of Mr. Eugene Landy’s death or disabilityor for cause, which is defined in the Amended Employment Agreement as a termination of the agreement if our Board of Directorsdetermines in good faith that Mr. Eugene Landy failed to substantially perform his duties to us (other than due to his death ordisability), or has engaged in conduct the consequences of which are materially adverse to us, monetarily or otherwise. Upon terminationof the Amended Employment Agreement, Mr. Eugene Landy will remain entitled to the disability, severance, death and pension benefitsprovided for in the Amended Employment Agreement.

MichaelP. Landy, our President and Chief Executive Officer, entered into an employment agreement with us effective October 1, 2013 and,on January 11, 2016, we entered into an amended and restated Employment Agreement (the Prior Employment Agreement) with Mr. MichaelLandy, which became effective October 1, 2016. The Prior Employment Agreement provided for an annual base salary of $750,000 forfiscal year 2017 with increases of 5% for each of fiscal years 2018, 2019, 2020 and 2021, plus targeted bonuses and customaryfringe benefits. The Prior Employment Agreement provided for annual cash bonuses based on our achievement of certain performanceobjectives as determined by the Compensation Committee: a) Growth in Market Cap of 10%, 15% or 20%, Mr. Michael Landy would receive$40,000, $60,000 or $80,000, respectively; b) Growth in AFFO per share of 5%, 10%, 15%, or 20%, Mr. Michael Landy would receive$50,000, $75,000, $100,000 or $150,000, respectively; and c) Growth in Dividend per Share of 5%, 10% or 15%, Mr. Michael Landywould receive $150,000, $200,000 or $250,000, respectively. Mr. Michael Landy would also be entitled to equity awards of up to25,000 shares of restricted stock each year based on achievement of performance objectives as determined by the Compensation Committee.The Prior Employment Agreement also provided for reimbursement of a disability insurance policy and other customary fringe benefits.On August 24, 2020, Mr. Landy entered into an Amended and Restated Employment Agreement (the “Amended Agreement”)to amend the Prior Employment Agreement. The Amended Agreement has an initial term of three years, rather than five years, asprovided under the Prior Employment Agreement, and renews automatically for new three-year terms on the first day of each calendarquarter unless otherwise terminated. The Amended Agreement eliminates the “single-trigger” severance provisions ofthe Prior Employment Agreement by modifying the circumstances under which a termination severance package would be paid to Mr.Landy and provides that, upon a change of control, the Amended Agreement will automatically renew for three years, rather thanfive years, as provided under the Prior Agreement. Under the Amended Agreement, a severance package will be paid to Mr. Landyonly if there is a termination of employment by us without “cause” or a termination of employment by Mr. Landy for“good reason.” The Amended Agreement provides that Mr. Landy’s severance package will consist of his base salaryas in effect immediately prior to his termination plus his Annual Cash Bonus Target (as defined in the Amended Agreement) forthe remaining term of the Amended Agreement (inclusive of any renewals), plus the cost of Mr. Landy’s (and his spouse andeligible dependents who were covered immediately prior to Mr. Landy’s termination of employment) medical, dental and/orvision benefit coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for up to eighteen monthsafter his termination of employment. The Amended Agreement further provides that, if Mr. Landy’s employment with us is terminatedeither by us without cause or by Mr. Landy with good reason, within eighteen months after a change of control, in addition tothe payments of base salary and target bonus, all of Mr. Landy’s unvested and outstanding equity awards will automaticallyvest effective immediately prior to such termination of employment. The Amended Agreement defines “cause” to meana termination of Mr. Landy’s employment by reason of a good faith determination by a majority of our Board of Directorsthat Mr. Landy, by engaging in fraud or willful misconduct, (i) failed to substantially perform his duties with us (if not dueto death or disability) or (ii) has engaged in conduct, the consequences of which are materially adverse to us, monetarily orotherwise. The Amended Agreement defines “good reason” to mean the occurrence of any of the following, without Mr.Landy’s consent: (i) a material diminution in title, responsibilities, duties or authority; (ii) a material reduction inbase salary; (iii) mandatory relocation of more than 50 miles; or (iv) our breach of the Amended Agreement or any other materialagreement between us and Mr. Landy. The Amended Agreement also establishes Mr. Landy’s base salary for fiscal years endingSeptember 30, 2022 and September 30, 2023, representing 5% increases per annum over the prior years’ base salary. For fiscalyears after 2023, Mr. Landy’s base salary will be set by the Compensation Committee of our Board of Directors but will beno less than his base salary for the preceding year.

EffectiveJanuary 1, 2016, Kevin S. Miller entered into a three-year employment agreement with us, under which Mr. Miller received an annualbase salary of $360,000 for calendar year 2016 with increases of 5% for each of calendar years 2017 and 2018, plus bonuses andcustomary fringe benefits. Effective January 1, 2019, Kevin S. Miller entered into a new three-year employment agreement withus, under which Mr. Miller will receive an annual base salary of $520,000 for calendar year 2019 with increases of 5% for eachof calendar years 2020 and 2021, plus bonuses and customary fringe benefits. Pursuant to the 2019 employment agreement, Mr. Millerwill receive annual cash bonuses based on our achievement of certain performance objectives as determined by the CompensationCommittee: a) Growth in Equity Market Cap of 10%, 15% or 20%, Mr. Miller will receive $20,000, $30,000 or $40,000, respectively;b) Growth in AFFO per diluted share of 5%, 10%, 15%, or 20%, Mr. Miller will receive $25,000, $37,500, $50,000 or $75,000, respectively,and c) Growth in Dividend per Share of 5%, 10% or 15%, Mr. Miller will receive $75,000, $100,000 or $125,000, respectively, andMr. Miller will be entitled to equity awards of up to 12,500 shares of restricted stock each year based on achievement of performanceobjectives as determined by the Compensation Committee. Other than base salary and the provisions for cash bonuses based on ourachievement of certain performance objectives, the provisions of Mr. Miller’s employment agreement dated January 1, 2019are the same as the provisions of his employment agreement date January 1, 2016. Mr. Miller receives four weeks vacation, annually.We reimburse Mr. Miller for the cost of a disability insurance policy such that, in the event of Mr. Miller’s disabilityfor a period of more than 90 days, Mr. Miller will receive benefits up to 60% of his then-current salary. In the event of a merger,sale or change of voting control, excluding transactions between us and UMH, Mr. Miller will have the right to extend and renewthe employment agreement so that the expiration date will be three years from the date of merger, sale or change of voting control,or Mr. Miller may terminate the employment agreement and be entitled to receive the greater of the base salary due under the remainingterm of the agreement or one year’s base salary at the date of termination, paid monthly over the remaining term or lifeof the agreement. If there is a termination of employment by us or by Mr. Miller for any reason, either involuntary or voluntary,including the death of the employee, other than a termination for cause as defined by the agreement, Mr. Miller shall be entitledto the greater of the base salary due under the remaining term of the agreement or one year’s base salary at the date oftermination, paid monthly over the remaining term or life of the agreement. On August 19, 2019, Mr. Miller entered into an Amendedand Restated Employment Agreement (the “Amended Agreement”) to amend Mr. Miller’s Employment agreement thatwas originally effective on January 1, 2019. The Amended Agreement eliminates the “single-trigger” severance provisionsof Mr. Miller’s employment agreement by modifying the circumstances under which a termination severance package would bepaid to Mr. Miller. Under the Amended Agreement, a severance package will only be paid to Mr. Miller if there is a terminationof employment by us without cause, a termination of employment by Mr. Miller for “good reason,” or his death or disability.The Amended Agreement defines “good reason” to mean the occurrence of any of the following, without Mr. Miller’sconsent: (1) a material diminution in responsibilities, duties or authority; (2) a material reduction in base salary; (3) mandatoryrelocation of more than 50 miles; or (4) our breach of the Amended Agreement or any other material agreement between us and Mr.Miller.

EffectiveJanuary 1, 2017, Ms. Allison Nagelberg entered into a new three-year employment agreement with us, under which Ms. Nagelberg receivedan annual base salary of $358,313 for calendar year 2017, with increases of 5% for each of calendar years 2018 and 2019, plusbonuses and customary fringe benefits. Under the employment agreement, Ms. Nagelberg received four weeks vacation, annually. Wereimburse Ms. Nagelberg for the cost of a disability insurance policy such that, in the event of Ms. Nagelberg’s disabilityfor a period of more than 90 days, Ms. Nagelberg would have received benefits up to 60% of her then-current salary. In the eventof a merger, sale or change of voting control, excluding transactions between us and UMH, Ms. Nagelberg would the right to extendand renew this employment agreement so that the expiration date will be three years from the date of merger, sale or change ofvoting control, or Ms. Nagelberg could terminate the employment agreement and be entitled to receive one year’s compensationin accordance with the agreement. If there is a termination of employment by us or Ms. Nagelberg for any reason, either involuntaryor voluntary, including the death of the employee, other than a termination for cause as defined by the agreement, Ms. Nagelbergwould have been entitled to the greater of the base salary due under the remaining term of the agreement or one year’s compensationat the date of termination, paid monthly over the remaining term or life of the agreement. On December 23, 2019, Ms. Nagelbergannounced her retirement and resigned from her position as General Counsel and from all other positions she held with us, effectiveDecember 31, 2019. In connection with her retirement, we entered into an agreement with Ms. Nagelberg, dated December 23, 2019,which effectively terminated her employment agreement dated January 1, 2017, consistent with its terms. Pursuant to the LetterAgreement, we paid Ms. Nagelberg $395,040 on December 31, 2019, will make payments at an annual rate of $395,040,payable bi-weekly through December 31, 2020 and paid a bonus of $30,000 on December 23, 2019. Further, we will pay the cost ofMs. Nagelberg’s and her eligible dependents’ medical, dental and vison benefits under continuation coverage pursuantto the Consolidated Omnibus Budget Reconciliation Act for up to 18 months. Ms. Nagelberg’s 1,254 shares of unvested restrictedstock, which were scheduled to vest on July 5, 2020, vested effective December 31, 2019. In accordance with our Amended and Restated2007 Incentive Award Plan, Ms. Nagelberg had up to 90 days from her retirement date to exercise any unexercised options. The letteragreement contemplates mutual releases and confirms Ms. Nagelberg’s entitlement to indemnification by us under existingindemnification agreements.

PotentialPayments upon Termination of Employment or Change-in-Control

Asdiscussed above, on December 23, 2019, Ms. Nagelberg announced her retirement and resigned from her position as General Counseland from all other positions she held with us, effective December 31, 2019. In connection with her retirement, we entered intoan agreement with Ms. Nagelberg, dated December 23, 2019, which effectively terminated her employment agreement dated January1, 2017, consistent with its terms. Pursuant to the Letter Agreement, we paid Ms. Nagelberg $395,040 on December 31, 2019,will make payments at an annual rate of $395,040, payable bi-weekly through December 31, 2020 and paid a bonus of $30,000on December 23, 2019. Further, we will pay the cost of Ms. Nagelberg’s and her eligible dependents’ medical, dentaland vison benefits under continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act for up to 18 months.Ms. Nagelberg’s 1,254 shares of unvested restricted stock, which were scheduled to vest on July 5, 2020, vested effectiveDecember 31, 2019. In accordance with our Amended and Restated 2007 Incentive Award Plan, Ms. Nagelberg had up to 90 days fromher retirement date to exercise any unexercised options.

Underthe employment agreements with our President and Chief Executive Officer and the other Named Executive Officers listed below,our President and Chief Executive Officer and such other Named Executive Officers are entitled to receive the following estimatedpayments and benefits upon a termination of employment or voluntary resignation (with or without a change-in-control). These disclosedamounts are estimates only and do not necessarily reflect the actual amounts that would be paid to the Named Executive Officers,which would only be known at the time that they become eligible for payment and would only be payable if a termination of employment,or voluntary resignation, were to occur. The table below reflects the amount that could be payable under the various arrangementsassuming that the termination of employment had occurred at September 30, 2020. Each of the employees named in the table belowhave restricted stock awards and/or stock option awards which are listed in the “Outstanding Equity Awards at Fiscal YearEnd” table previously disclosed. Restricted Stock Awards vest upon the termination of an employee due to death or disability.In addition, restricted stock awards vest on the date of an involuntary termination of employment or if the employee retires.If the termination of employment is for any other reason, including voluntary resignation, termination not for cause or good reasonresignation, termination for cause, or termination not for cause or good reason (after a change in control), the restricted stockawards are forfeited. Regarding the stock option awards, if the termination is for any reason other than a termination for cause,the stock option awards may be exercised until three months after the termination of employment. If the termination is for cause,the stock option awards are forfeited.

		Voluntary Resignation on 9/30/20				Termination Not for Cause Or Good Reason Resignation on 9/30/20				Termination For Cause on 9/30/20				Termination Not for Cause or Good Reason Resignation (After a Change- in-Control) on 9/30/20				Disability/ Death on 9/30/20				Change of Control Without Termination of Employment on 9/30/20
Eugene W. Landy			$561,948	(1)			$561,948	(1)			$541,394	(2)			$3,206,159	(3)		$	1,853,448	(4)			$144,211	(5)
Michael P. Landy			66,786	(6)			2,999,471	(7)			66,786	(6)			3,433,709	(8)			2,999,471	(7)			434,238	(5)
Kevin S. Miller			41,538	(6)			740,838	(9)			41,538	(6)			747,358	(10)			740,838	(9)			6,520	(5)

	(1)	Mr. Eugene W. Landy shall receive the items indicated in footnote (2) below, plus he shall receive the cost of continuation of benefits for one year following termination, estimated at $20,553.
	(2)	Consists of severance payments of $500,000, payable $100,000 per year for five years, and $41,394 of accrued vacation, assuming five weeks have been accrued, which would be payable in a lump sum payment.
	(3)	Mr. Eugene W. Landy shall receive the items indicated in footnote (1) above, plus he shall receive a lump-sum payment of $2.5 million in the event of a change in control, provided that the sale price of our common stock is at least $10 per share, plus the value of all unvested and outstanding equity awards which would automatically vest.
	(4)	In the event of a disability, as defined in the agreement, Mr. Eugene W. Landy shall receive disability payments equal to his base salary for a period of three years, continuation of benefits for one year following termination and accrued vacation, assuming five weeks have been accrued. In addition, he has a death benefit of $500,000 payable in a lump sum to Mr. Eugene W. Landy’s beneficiary.
	(5)	Value of all unvested and outstanding equity awards which would automatically vest.
	(6)	Consists of accrued vacation time, assuming four weeks have been accrued, which would be payable in a lump sum payment.
	(7)	Payments are calculated based on Mr. Michael P. Landy’s amended and restated employment agreement, which became effective August 24, 2020, which is the base salary due under the remaining term of the agreement, which is 3 years salary plus 18 moths of COBRA payments, plus accrued vacation time as indicated in footnote (6) above.
	(8)	Mr. Michael P. Landy shall receive the items indicated in footnote (7) above, plus the value of all unvested and outstanding equity awards which would automatically vest.
	(9)	Payments are calculated based on Mr. Kevin S. Miller’s employment agreement, which is the greater of the base salary due under the remaining term of the agreement or one year’s base salary at the date of termination, plus accrued vacation time as indicated in footnote (6) above.
	(10)	Mr. Kevin S. Miller shall receive the items indicated in footnote (9) above, plus the value of all unvested and outstanding equity awards which would automatically vest.

CompensationRisk

TheCompensation Committee has assessed our compensation program for the purpose of viewing and considering any risks presented byour compensation policies and practices that are likely to have a material adverse effect on us. As part of that assessment, wereviewed the primary elements of our compensation program, including base salary, annual bonus opportunities, equity compensationand severance arrangements. Our risk assessment included a review of the overall design of each primary element of our compensationprogram, and an analysis of the various design features, controls and approval rights in place with respect to compensation paidto management and other employees that mitigate potential risks to us that could arise from our compensation program. Followingthe assessment, we determined that our compensation policies and practices did not create risks that were reasonably likely tohave a material adverse effect on us and reported the results of the assessment to the Compensation Committee.

CEOPay Ratio

Asrequired by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K,we are providing the following information about the relationship of the annual total compensation of our employees and the annualtotal compensation of our CEO, Mr. Michael P. Landy:

ForFiscal 2020:

●

The annual total compensation of the employee identified at the median of our company as of September 30, 2020 (other than the CEO) was $180,274; and

●

The annual total compensation of our CEO, as reported in the Summary Compensation Table included in this Form 10-K, was $986,536.

Basedon this information, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of allother employees was 5.5 to 1.

Thispay ratio is a reasonable estimate calculated in a manner consistent with the SEC rules based on our payroll and employment recordsand the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratiobased on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certainexclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratioreported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employmentand compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating theirown pay ratios.

Payratios within our industry will also differ and may not be comparable depending on the size, scope, global breadth and structureof the company.

Toidentify the median employee of the annual total compensation of all our employees, as well as to determine the annual total compensationof the “median employee,” the methodology and the material assumptions, adjustments and estimates that we used wereas follows:

●

To identify our median employee, we calculated fiscal 2020 compensation using each employee’s annual base salary, bonuses, value of equity awards and our contributions to applicable retirement plans;

●

We determined that, as of September 30, 2020, our employee population, excluding our CEO (“Employee Population”), consisted of 13 individuals;

●

With the exception of our CEO, we did not exclude any employees from our Employee Population;

●

All employees are located in the United States, and therefore we did not make any cost-of-living adjustments in identifying the median employee; and

●

Once the median employee was identified, we calculated the total compensation for our median employee using the same methodology we used to calculate Mr. Michael P. Landy’s total compensation in the Summary Compensation Table for the fiscal year 2020.

DirectorCompensation

Ourdirectors are entitled to an annual cash directors’ fee of $48,000, plus an additional amount to be paid in our unrestrictedcommon stock valued at $4,800 for a total annual directors’ fee of $52,800. This annual directors’ fee will be paidquarterly. Our directors also receive a meeting attendance fee of $5,000 for each Board meeting attended in person, and $500 foreach telephonic Board meeting attended. Directors appointed to Board committees receive $1,200 for each committee meeting attended.

Thetable below sets forth a summary of director compensation for the fiscal year ended September 30, 2020:

		Annual Board Cash				Meeting				Committee				Unrestricted Stock
Director		Retainer				Fees				Fees				Awards (7)				Total Fees
Kiernan Conway		$	48,000			$	20,500			$	0			$	4,837			$	73,337
Daniel D. Cronheim			48,000				20,500				0				4,837				73,337
Catherine B. Elflein (1)(2)			48,000				20,500				6,300				4,837				79,637
Brian H. Haimm (1)(3)(4)(6)			48,000				20,500				6,300				4,837				79,637
Neal Herstik			48,000				20,500				0				4,837				73,337
Matthew I. Hirsch (1)(4)(5)			48,000				20,500				6,800				4,837				80,137
Samuel A. Landy			48,000				20,500				0				4,837				73,337
Gregory T. Otto (1)(2)(3)(4)(5)			48,000				20,500				7,800				4,837				81,137
Sonal Pande (8)			12,000				5,000				0				1,210				18,210
Scott L. Robinson (1)(3)(5)			48,000				20,500				5,800				4,837				79,137
Stephen B. Wolgin (8)			36,000				15,500				0				3,627				55,127
Total		$	480,000			$	205,000			$	33,000			$	48,370			$	766,370

Mr.Eugene W. Landy, Mr. Michael P. Landy and Mr. Kevin S. Miller are Named Executive Officers. As such, their director compensationis included in the Summary Compensation Table.

(1)

The Audit Committee for 2020 consists of Mr. Haimm (Chairman), Ms. Elflein, Mr. Hirsch, Mr. Otto and Mr. Robinson.

(2)

The Cybersecurity Committee for 2020 consisted of Mr. Otto (Chairman) and Ms. Elflein.

(3)

These directors acted as chairs of the Board’s Audit, Cybersecurity, Compensation and Nominating and Governance Committees.

(4)

Mr. Haimm (Chairman), Mr. Hirsch and Mr. Otto are members of the Compensation Committee.

(5)

Mr. Robinson (Chairman), Mr. Hirsch and Mr. Otto are members of the Nominating and Governance Committee.

(6)

Mr. Haimm is the Lead Independent Director whose role is to preside over the executive sessions of the non-management directors.

(7)

Comprises an annual directors’ fee paid in the form of 3,600 unrestricted shares of common stock valued at a weighted average price of $13.44 per share.

(8)

Effective July 14, 2020, Mr. Wolgin resigned as a member of the Board of Directors and the Board elected Ms. Pande to fill the vacancy created by Mr. Wolgin’s resignation.

PensionBenefits and Nonqualified Deferred Compensation Plans

Exceptas provided in the specific employment agreement for Mr. Eugene W. Landy, as described above, we do not have pension or otherpost-employment plans in effect for officers, directors or employees or a nonqualified deferred compensation plan. Payments madeduring the 2020 fiscal year were $50,000. Mr. Eugene W. Landy was entitled to receive pension payments of $50,000 per year through2020. Our employees may elect to participate in our 401(k) plan, which is administered by UMH.

CompensationCommittee Interlocks and Insider Participation

Asof September 30, 2020, the Compensation Committee consisted of Messrs. Haimm (Chairman), Hirsch and Otto. No member of the CompensationCommittee is a current or former officer or employee of the Company. In fiscal 2020, none of our executive officers (i) servedon the board of directors or compensation committee of any entity, that had one or more of its executive officers serving on ourCompensation Committee or (ii) served as a member of the compensation committee of any entity that had one or more of its executiveofficers serving on our Board of Directors. The members of the Compensation Committee did not otherwise have any relationshipsrequiring related-party disclosure in our Annual Report.

ITEM12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Thefollowing table lists information with respect to the beneficial ownership of our common and preferred stock as of September 30,2020 by:

●

each person known by us to beneficially own more than five percent of our outstanding Common Shares;

●

our directors;

●

our executive officers; and

●

all of our executive officers and directors as a group.

Unlessotherwise indicated, the address of the person or persons named below is c/o Monmouth Real Estate Investment Corporation, BellWorks, 101 Crawfords Corner Road, Suite 1405, Holmdel, New Jersey 07733, In determining the number and percentage of Shares beneficiallyowned by each person, Shares that may be acquired by that person under options exercisable within sixty (60) days of September30, 2020 are deemed beneficially owned by that person and are deemed outstanding for purposes of determining the total numberof outstanding Common Shares for that person and are not deemed outstanding for that purpose for all other shareholders.

		Common Shares								Series C Preferred Shares
Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership (1)				Percentage of Common Shares Outstanding (2)				Amount and Nature of Beneficial Ownership (1)				Percentage of Preferred Shares Outstanding (3)
The Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, PA 19355 (4)			9,492,637				9.68	%
BlackRock, Inc. 40 East 52 nd Street New York, NY 10022 (5)			9,090,478				9.27	%
Wasatch Financial Advisors 505 Wakara Way, 3 rd Floor Salt Lake City, UT 84108 (6)			9,558,941				9.75	%
Kiernan Conway			826				*
Daniel D. Cronheim (7)			181,333				*				2,550				*
Catherine B. Elflein (8)			17,272				*
Brian H. Haimm (9)			16,489				*
Neal Herstik (10)			24,504				*				2,800				*
Matthew I. Hirsch (11)			79,905				*
Eugene W. Landy (12)			2,112,842				2.15	%
Michael P. Landy (13)			797,740				*
Samuel A. Landy (14)			345,395				*
Kevin S. Miller (15)			150,906				*
Richard P. Molke (16)			34,948				*				10,000				*
Allison Nagelberg (17)			65,898				*
Gregory T. Otto			5,169				*
Sonal Pande			85				*
Michael D. Prashad (18)			47,263				*
Scott L. Robinson (19)			9,983				*
Directors and Executive Officers as a group (20)			3,889,595				3.97	%			15,720				*

*Lessthan 1%.

(1)

Except as indicated in the footnotes to this table and pursuant to applicable community property laws, the Company believes that the persons named in the table have sole voting and investment power with respect to all Common Shares listed.

(2)

Based on the number of Common Shares outstanding on September 30, 2020, which was 98,054,088.

(3)

Based on the number of Preferred Shares outstanding on September 30, 2020, which was 18,879,762.

(4)

Based on Schedule 13F filed with the SEC on November 16, 2020, The Vanguard Group, Inc. owns 9,492,637 Common Shares as of September 30, 2020.

(5)

Based on Schedule 13F filed with the SEC on November 6, 2020, BlackRock, Inc. owns 9,090,478 Common Shares as of September 30, 2020.

(6)

Based on Schedule 13F filed with the SEC on November 10, 2020, Wasatch Advisors owns 9,558,941 Common Shares as of September 30, 2020.

(7)

Includes (a) 471 shares of unvested restricted stock; (b) 85,344 Common Shares held in a trust for Mr. Cronheim’s two minor family members, to which he has sole dispositive and voting power; and (c) 79,499 Common Shares pledged in a margin account.

(8)

Includes 471 shares of unvested restricted stock.

(9)

Includes 471 shares of unvested restricted stock.

(10)

Includes (a) 471 shares of unvested restricted stock and (b) 1,600 Common Shares owned by Mr. Herstik’s wife. As of September 30, 2020, Mr. Herstik also owned 2,400 of the Company’s 6.125% Series C Preferred Stock and 400 shares of the Company’s 6.125% Series C Preferred Stock are owned by the Gross, Truss & Herstik Profit Sharing Plan, over which Mr. Herstik has shared voting power and shared dispositive power.

(11)

Includes (a) 471 shares of unvested restricted stock; and (b) 3,404 Common Shares owned by Mr. Hirsch’s wife.

(12)

Includes (a) 10,413 shares of unvested restricted stock; (b) 97,914 Common Shares owned by Mr. Eugene Landy’s wife; (c) 201,427 Common Shares held in the Landy & Landy Employees’ Profit Sharing Plan of which Mr. Landy is a trustee and has shared voting and dispositive power; (d) 168,294 Common Shares held in the Landy & Landy Employees’ Pension Plan over which Mr. Landy has shared voting and dispositive power; (e) 13,048 Common Shares held in Landy Investments Ltd., over which Mr. Landy has shared voting and dispositive power; (f) 194,405 Common Shares held in the Eugene W. and Gloria Landy Family Foundation, a charitable trust, over which Mr. Landy has shared voting and dispositive power; (g) 43,748 Common Shares held by Juniper Plaza Associates, over which Mr. Landy has shared voting and dispositive power; (h) 32,866 Common Shares held by Windsor Industrial Park Associates, over which Mr. Landy has shared voting and dispositive power; (i) 499,451 Common Shares pledged in a margin account; and (j) 409,017 Common Shares pledged as security for loans. Includes 455,000 Common Shares issuable upon the exercise of stock options that are exercisable within 60 days of September 30, 2020. Excludes 65,000 Common Shares issuable upon the exercise of a stock option not exercisable within 60 days of September 30, 2020.

(13)

Includes (a) 31,353 shares of unvested restricted stock; (b) 42,126 Common Shares owned by Mr. Michael Landy’s wife; (c) 187,994 Common Shares held in custodial accounts for Mr. Landy’s children under the New Jersey Uniform Transfer to Minors Act; (d) 53,000 Common Shares held by EWL Grandchildren Fund, LLC, over which Mr. Landy has shared voting power and shared dispositive power; (e) 32,232 Common Shares held in the UMH 401(k) Plan for Mr. Landy’s benefit; (f) 160,475 Common Shares pledged in a margin account; and (g) 65,000 Common Shares issuable upon the exercise of a stock option exercisable within 60 days of September 30, 2020.

(14)

Includes (a) 471 shares of unvested restricted stock; (b) 25,340 Common Shares owned by Mr. Samuel Landy’s wife; (c) 22,379 Common Shares held by the Samuel Landy Family Limited Partnership, over which Mr. Landy has shared voting power and shared dispositive power; (d) 53,000 Common Shares held in EWL Grandchildren Fund, LLC, over which Mr. Landy has shared voting power and shared dispositive power; (e) 18,385 Common Shares pledged in a margin account; (f) 181,454 Common Shares pledged as security for a loan; and (g) 62,740 Common Shares held in the UMH 401(k) Plan for Mr. Landy’s benefit. As a co-trustee of the UMH 401(k) Plan, Mr. Landy has shared voting power, but no dispositive power, over the 193,313 Common Shares held in the UMH 401(k) Plan. He, however, disclaims beneficial ownership of all of the Common Shares held by the UMH 401(k) Plan, except for the 62,740 Common Shares held by the UMH 401(k) Plan for his benefit.

(15)

Includes (a) 471 shares of unvested restricted stock; and (b) 2,379 Common Shares held in the UMH 401(k) Plan for Mr. Miller’s benefit; and (c) 95,000 Common Shares issuable upon the exercise of a stock option that is exercisable within 60 days of September 30, 2020.

(16)

Includes (a) 4,424 Common Shares held in the UMH 401(k) Plan for Mr. Molke’s benefit and (b) 30,000 Common Shares issuable upon the exercise of a stock option that is exercisable within 60 days of September 30, 2020.

(17)

Includes (a) 3,998 Common Shares owned by Ms. Nagelberg’s husband; (c) 1,245 Common Shares held in custodial accounts for Ms. Nagelberg’s children under the New Jersey Uniform Transfer to Minors Act with respect to which she has sole dispositive and voting power.

(18)

Includes (a) 1,778 Common Shares held in the UMH 401(k) Plan for Mr. Prashad’s benefit and (b) 45,000 Common Shares issuable upon the exercise of a stock option that is exercisable within 60 days of September 30, 2020.

(19)

Includes 471 shares of unvested restricted stock.

(20)

Includes beneficial ownership by all of our current directors and executive officers. Excludes beneficial ownership by Allison Nagelberg, who was a Named Executive Officer for a portion of fiscal 2020 before she retired effective December 31, 2019.

EquityCompensation Plan Information

Atour Annual Meeting held on May 18, 2017, our common shareholders approved our Amended and Restated 2007 Incentive Award Plan (thePlan) which extended the term of our 2007 Incentive Award Plan for an additional 10 years, until March 13, 2027, added 1.6 millionshares of common stock to the share reserve, expanded the types of awards available for grant under the Plan and made other improvementsto the 2007 Plan. As of September 30, 2020, there were 1.2 million shares available for grant as stock options, restricted stockand other equity-based awards under the Plan. During fiscal 2020, options to purchase 65,000 shares were granted with an exerciseprice of $14.55 and options to purchase 95,000 shares were exercised at a weighted average exercise price of $10.69 per sharefor total proceeds of $1.0 million. During fiscal 2020, there were no shares of restricted common stock granted. In addition,during fiscal 2020, 5,000 unrestricted shares of common stock were granted with a weighted average fair value on the grant dateof $13.44 per share. See Note 9 in the Notes to the Consolidated Financial Statements included in this Form 10-K for a descriptionof the plan. See Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Mattersfor a table of beneficial ownership of our common stock.

Thefollowing table summarizes information, as of September 30, 2020, relating to our equity compensation plan (including individualcompensation arrangements) pursuant to which our equity securities are authorized for issuance:

		Number of Securities (In Thousands) to be Issued Upon Exercise of Outstanding Options, Warrants and Rights				Weighted Average Exercise Price of Outstanding Options, Warrants and Rights				Number of Securities (In Thousands) Remaining Available for Future Issuance Under Equity Compensation Plan (excluding Securities reflected in column (a))
Plan Category		(a)				(b)				(c)
Equity Compensation Plan Approved by Security Holders			950			$	13.17				1,223
Equity Compensation Plans Not Approved by Security Holders			0				0				0
Total			950			$	13.17				1,223

ITEM13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Thereare no family relationships between any of our directors or executive officers, except that Samuel A. Landy, a director and MichaelP. Landy, President, Chief Executive Officer, and a director, are the sons of Eugene W. Landy, the Chairman of the Board and anExecutive Director.

Fourof our 13 directors are also directors and shareholders of UMH. We hold common and preferred stock of UMH in our securities portfolio.During fiscal 2020, we made total purchases of 71,000 common shares of UMH through UMH’s Dividend Reinvestment and StockPurchase Plan for a total cost of $923,000, or a weighted average cost of $13.02 per share. We owned a total of 1.3 million sharesof UMH’s common stock as of September 30, 2020 at a total cost of $13.9 million and a fair value of $18.0 million representing3.2% of the outstanding common shares of UMH. In addition, as of September 30, 2020, we owned 100,000 shares of UMH’s 8.00%Series B Cumulative Redeemable Preferred Stock at a total cost of $2.5 million with a fair value of $2.5 million. Subsequent tofiscal yearend 2020, UMH redeemed all of their 8.00% Series B Cumulative Redeemable Preferred Stock at a cash redemption priceof $25.00 per share, plus all accrued and unpaid dividends. The total unrealized gain on our investment in UMH’s commonand preferred stock as of September 30, 2020 was $4.1 million. During fiscal 2020, UMH made total purchases of 100,000 of ourcommon shares through our DRIP for a total cost of $1.3 million, or a weighted average cost of $12.76 per share.

Asof September 30, 2020, we had 14 full-time employees. Our Chairman of the Board is also the Chairman of the Board of UMH. Otherthan our Chairman of the Board, we do not share any employees with UMH.

Nodirector, executive officer, or any immediate family member of such director or executive officer may enter into any transactionor arrangement with us without the prior approval of the Board of Directors. If any such transaction or arrangement is proposed,the Board of Directors will appoint a Business Judgment Committee consisting of independent directors who are also independentof the transaction or arrangement. This Committee will recommend to the Board of Directors approval or disapproval of the transactionor arrangement. In determining whether to approve such a transaction or arrangement, the Business Judgment Committee will takeinto account, among other factors, whether the transaction was on terms no less favorable to us than terms generally availableto third parties and the extent of the executive officer’s or director’s involvement in such transaction or arrangement.While we do not have specific written standards for approving such related party transactions, such transactions are only approvedif it is in our best interest or in the best interest of our shareholders. Additionally, our Code of Business Conduct and Ethicsrequires all directors, officers and employees who may have a potential or apparent conflict of interest to immediately notifyour General Counsel. Further, to identify related party transactions, we submit and require our directors and executive officersto complete director and officer questionnaires identifying any transactions with us in which the director, executive officeror their immediate family members have an interest.

Seeidentification and other information relating to independent directors under Item 10.

ITEM14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

PKFO’Connor Davies, LLP served as our independent registered public accountants for the years ended September 30, 2020 and2019. A representative from PKF O’Connor Davies, LLP is expected to be present at the annual shareholders’ meetingin order to be available to respond to possible inquiries from shareholders.

Thefollowing are fees billed by and accrued to PKF O’Connor Davies, LLP in connection with services rendered for the fiscalyears ended September 30, 2020 and 2019 (in thousands) :

		2020				2019
Audit Fees		$	244			$	233
Audit Related Fees			36				50
Tax Fees			54				53
All Other Fees			0				0
Total Fees		$	334			$	336

Auditfees include professional services rendered for the audit of our annual financial statements, management’s assessment ofinternal controls, and reviews of financial statements included in our quarterly reports on Form 10-Q.

Auditrelated fees include services that are normally provided by our independent auditors in connection with statutory and regulatoryfilings, such as consents and assistance with and review of documents filed with the Securities and Exchange Commission.

Taxfees include professional services rendered for the preparation of our federal and state corporate tax returns and supportingschedules as may be required by the Internal Revenue Service and applicable state taxing authorities. Tax fees also include otherwork directly affecting or supporting the payment of taxes, including planning and research of various tax issues.

Allof the services performed by PKF O’Connor Davies, LLP for us during fiscal 2020 were either expressly pre-approved by theAudit Committee or were pre-approved in accordance with the Audit Committee Pre-Approval Policy, and the Audit Committee was providedwith regular updates as to the nature of such services and fees paid for such services.

AuditCommittee Pre-Approval Policy

TheAudit Committee has adopted a policy for the pre-approval of audit and permitted non-audit services provided by our principalindependent accountants. The policy requires that all services provided by our independent registered public accountants to us,including audit services, audit-related services, tax services and other services, must be pre-approved by the Audit Committee,and all have been so approved. The pre-approval requirements do not prohibit day-to-day normal tax consulting services, whichmatters will not exceed $10,000 in the aggregate.

TheAudit Committee has determined that the provision of the non-audit services described above is compatible with maintaining PKFO’Connor Davies, LLP’s independence.

PARTIV

ITEM15 - EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

			PAGE(S)
(a)	(1)	The following Financial Statements are filed as part of this report:
	(i)	Report of Independent Registered Public Accounting Firm	98-99
	(ii)	Consolidated Balance Sheets as of September 30, 2020 and 2019	100-101
	(iii)	Consolidated Statements of Income (Loss) for the years ended September 30, 2020, 2019 and 2018	102-103
	(iv)	Consolidated Statements of Comprehensive Income (Loss) for the years ended September 30, 2020, 2019 and 2018	104
	(v)	Consolidated Statements of Shareholders’ Equity for the years ended September 30, 2020, 2019 and 2018	105-106
	(vi)	Consolidated Statements of Cash Flows for the years ended September 30, 2020, 2019 and 2018	107
	(vii)	Notes to the Consolidated Financial Statements	108-143
(a)	(2)	The following Financial Statement Schedule is filed as part of this report:
	(i)	Schedule III - Real Estate and Accumulated Depreciation as of September 30, 2020	144-146

Allother schedules are omitted because they are not required, are not applicable, or the required information is set forth in theConsolidated Financial Statements or Notes hereto.

ITEM15 - EXHIBIT AND FINANCIAL STATEMENT SCHEDULES (CONT’D)

(a)(3)		Exhibits
(2)		Plan of Acquisition, Reorganization, Arrangement, Liquidation, or Succession
2.1		Agreement and Plan of Merger Among Monmouth Capital Corporation, Monmouth Real Estate Investment Corporation, and Route 9 Acquisition, Inc., dated as of March 26, 2007 (incorporated by reference Annex A to the Proxy Statement filed by the Registrant with the Securities and Exchange Commission on June 8, 2007, Registration No. 001-33177).
(3)		Articles of Incorporation and By-Laws
3.1		Articles of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 to the Form S-3 filed by the Registrant with the Securities and Exchange Commission on September 1, 2009, Registration No. 333-161668).
3.2		Articles of Amendment, effective April 21, 2010 (incorporated by reference to Exhibit 3 to the Registrant’s Current Report on Form 8-K, filed by the Registrant with the Securities and Exchange Commission, on April 19, 2010, Registration No. 001-33177).
3.3		Articles of Amendment, effective March 7, 2011 (incorporated by reference to Exhibit 3 to the Registrant’s Current Report on Form 8-K, filed by the Registrant with the Securities and Exchange Commission on March 3, 2011, Registration No. 001-33177).
3.4		Articles of Amendment, effective January 26, 2012 (incorporated by reference to Exhibit 3 to the Registrant’s Current Report on Form 8-K, filed by the Registrant with the Securities and Exchange Commission on January 27, 2012, Registration No. 001-33177).
3.5		Articles of Amendment, effective May 27, 2014 (incorporated by reference to Exhibit 5.03 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on May 28, 2014, Registration No. 001-33177).
3.6		Articles of Amendment, effective December 4, 2019 (incorporated by reference to Exhibit 3.2 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on December 5, 2019, Registration No. 001-33177).
3.7		Articles Supplementary, effective September 7, 2016 (incorporated by reference to Exhibit 3.9 to the Form 8-A filed by the Registrant with the Securities and Exchange Commission on September 8, 2016, Registration No. 001-33177).
3.8		Certificate of Correction, effective March 7, 2017 (incorporated by reference to Exhibit 3.2 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on March 9, 2017, Registration No. 001-33177).
3.9		Articles Supplementary, effective March 7, 2017 (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on March 9, 2017, Registration No. 001-33177).
3.10		Articles Supplementary, effective June 29, 2017 (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on June 29, 2017, Registration No. 001-33177).

3.11		Articles Supplementary, effective August 2, 2018 (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on August 2, 2018, Registration No. 001-33177).
3.12		Articles Supplementary, effective December 4, 2019 (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on December 5, 2019, Registration No. 001-33177).
3.13		Bylaws of the Company, as amended and restated, dated April 1, 2014 (incorporated by reference to Exhibit 99 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on April 1, 2014, Registration No. 001-33177).
(4)		Instruments Defining the Rights of Security Holders, Including Indentures
4.1		Specimen certificate representing the common stock of the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q, filed by the Registrant with the Securities and Exchange Commission on August 5, 2015, Registration No. 001-33177).
4.2		Specimen certificate representing the 6.125% Series C Preferred Stock of the Registrant (incorporated by reference to Exhibit 4.4 to the form 8-A filed by the Registrant with the Securities and Exchange Commission on September 8, 2016, Registration No. 001-33177).
4.3		Description of Securities
(10)		Material Contracts
10.1	+	Employment Agreement - Mr. Eugene W. Landy dated December 9, 1994 (incorporated by reference to Form 10-K filed by the Registrant with the Securities and Exchange Commission on December 28, 1994).
10.2	+	First Amendment to Employment Agreement - Mr. Eugene W. Landy dated June 26, 1997 (incorporated by reference to the Exhibit 10.2 to the Form 10-K filed by the Registrant with the Securities and Exchange Committee on December 10, 2009, Registration No. 001-33177).
10.3	+	Second Amendment to Employment Agreement - Mr. Eugene W. Landy dated November 5, 2003 (incorporated by reference to Appendix A to the Proxy Statement filed by the Registrant with the Securities and Exchange Committee on April 1, 2004, Registration No. 000-04248).
10.4	+	Third Amendment to Employment Agreement - Eugene W. Landy, dated April 14, 2008 (incorporated by reference to Exhibit 99 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on April 16, 2008, Registration No. 001-33177).
10.5	+	Fourth Amendment to Employment Agreement – Eugene W. Landy, dated July 13, 2010 (incorporated by reference to Exhibit 99 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on July 13, 2010, Registration No. 001-33177).
10.6	+	Fifth Amendment to Employment Agreement – Eugene W. Landy, dated April 25, 2013 (incorporated by reference to Exhibit 99.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on April 25, 2013, Registration No. 001-33177).
10.7	+	Sixth Amendment to Employment Agreement – Eugene W. Landy, dated December 20, 2013 (incorporated by reference to Exhibit 99 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on December 20, 2013, Registration No. 001-33177).

10.8	+	Seventh Amendment to Employment Agreement – Eugene W. Landy, dated December 18, 2014 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on December 19, 2014, Registration No. 001-33177).
10.9	+	Eighth Amendment to Employment Agreement – Eugene W. Landy, dated January 12, 2016 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on January 13, 2016, Registration No. 001-33177).
10.10	+	Amended and Restated Employment Agreement – Kevin S. Miller, dated August 19, 2019 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on August 19, 2019, Registration No. 001-33177).
10.11	+	Employment Agreement - Michael P. Landy, dated January 11, 2016 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on January 11, 2016, Registration No. 001-33177).
10.12	+	Employment Agreement - Michael P. Landy, dated August 24, 2020 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on August 24, 2020, Registration No. 001-33177).
10.13	+	Employment Agreement – Allison Nagelberg, dated January 3, 2017 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on January 4, 2017, Registration No. 001-33177).
10.14	+	Retirement Agreement – Allison Nagelberg, dated December 23, 2019 (incorporated by reference to Exhibit 10.23 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on December 23, 2019, Registration No. 001-33177).
10.15		Monmouth Real Estate Investment Corporation’s 2007 Stock Option Plan, Amended and Restated (incorporated by reference to Appendix A to the Proxy Statement filed by the Registrant with the Securities and Exchange Committee on March 26, 2010, Registration No.001-33177).
10.16		Monmouth Real Estate Investment Corporation’s 2007 Stock Option Plan, Amended and Restated (incorporated by reference to Appendix A to the Proxy Statement filed by the Registrant with the Securities and Exchange Committee on March 31, 2017, Registration No.001-33177).
10.17	+	Form of Restricted Stock Award Agreement and Stock Option Agreement (incorporated by reference to Exhibit 10.1 and 10.2 to the Form 10-Q filed by the Registrant with the Securities and Exchange Commission on August 9, 2017, Registration No. 001-33177)
10.18	+	Form of Indemnification Agreement between Monmouth Real Estate Investment Corporation and its Directors and Executive Officers (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on April 23, 2012, Registration No. 001-33177).
10.19		Dividend Reinvestment and Stock Purchase Plan of Monmouth Real Estate Investment Corporation (incorporated by reference to Form S-3D filed by the Registrant with the Securities and Exchange Commission on June 1, 2018, Registration No. 333-225374).

10.20		Credit Agreement by and among Monmouth Real Estate Investment Corporation, the subsidiary guarantors party thereto, Bank of Montreal, as administrative agent, BMO Capital Markets, as sole lease arranger and sole book runner, and JPMorgan Chase Bank N.A. and Royal Bank of Canada, as co-syndication agents, dated as of August 27, 2015 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on August 28, 2015, Registration No. 001-33177).
10.21		First Amendment to Credit Agreement by and among Monmouth Real Estate Investment Corporation, the subsidiary guarantors party thereto, Bank of Montreal, as administrative agent, BMO Capital Markets, as sole lease arranger and sole book runner, and JPMorgan Chase Bank N.A. and Royal Bank of Canada, as co-syndication agents, dated as of September 30, 2016 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on October 4, 2016, Registration No. 001-33177).
10.22		Second Amendment to Credit Agreement by and among Monmouth Real Estate Investment Corporation, the subsidiary guarantors party thereto, Bank of Montreal, as administrative agent, BMO Capital Markets, as sole lease arranger and sole book runner, and JPMorgan Chase Bank N.A. and Royal Bank of Canada, as co-syndication agents, dated as of March 22, 2018 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on March 23, 2018, Registration No. 001-33177).
10.23		Amended and Restated Credit Agreement, dated November 15, 2019, among Monmouth Real Estate Investment Corporation, as borrower, the guarantors from time to time party thereto, the lenders from time to time party thereto, Bank of Montreal, as administrative agent, BMO Capital Markets Corp., JPMorgan Chase Bank, N.A. and Royal Bank of Canada, as joint lead arrangers and joint book runners, and JPMorgan Chase Bank, N.A. and Royal Bank of Canada, as co-syndication agents. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on November 18, 2019, Registration No. 001-33177).
10.24		At-the-Market Sales Agreement by and between Monmouth Real Estate Investment Corporation and FBR Capital Markets & Co. (incorporated by reference to Exhibit 1.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on December 5, 2019, Registration No. 001-33177).
10.25		Equity Distribution Agreement by and among Monmouth Real Estate Investment Corporation and BMO Capital Markets Corp., B. Riley FBR, Inc., D.A. Davidson & Co., Janney Montgomery Scott LLC, J.P. Morgan Securities LLC and RBC Capital Markets, LLC (incorporated by reference to Exhibit 1.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on February 6, 2020, Registration No. 001-33177).
(21)	*	Subsidiaries of the Registrant
(23)	*	Consent of PKF O’Connor Davies, LLP.
(31.1)	*	Certification of Michael P. Landy, President and Chief Executive Officer of the Company, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(31.2)	*	Certification of Kevin S. Miller, Chief Financial Officer of the Company, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32.1)	*	Certification of Michael P. Landy, President and Chief Executive Officer, and Kevin S. Miller, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS	++	iXBRL Instance Document
101.SCH	++	iXBRL Taxonomy Extension Schema Document
101.CAL	++	iXBRL Taxonomy Extension Calculation Document
101.LAB	++	iXBRL Taxonomy Extension Label Linkbase Document
101.PRE	++	iXBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	++	iXBRL Taxonomy Extension Definition Linkbase Document
*	Filed herewith.
+	Denotes a management contract or compensatory plan or arrangement.
++	Pursuant to Rule 406T of Regulation S-T, this interactive date file is deemed not “filed” or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act, is deemed not “filed” for purposes of Section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.

R eportof Independent Registered Public Accounting Firm

TheBoard of Directors and Shareholders of

MonmouthReal Estate Investment Corporation

Opinionon the Financial Statements

Wehave audited the accompanying consolidated balance sheets of Monmouth Real Estate Investment Corporation (the “Company”)as of September 30, 2020 and 2019, and the related consolidated statements of income (loss), comprehensive income (loss), shareholders’equity, and cash flows for each of the three years in the period ended September 30, 2020, and the related notes and schedulelisted in the Index at Item 15(a)(2)(i) (collectively referred to as the “consolidated financial statements”). Inour opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Companyas of September 30, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the periodended September 30, 2020, in conformity with accounting principles generally accepted in the United States of America.

Wehave also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”),the Company’s internal control over financial reporting as of September 30, 2020, based on criteria established in InternalControl–Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO),and our report dated November 23, 2020, expressed an unqualified opinion.

Basisfor Opinion

Theseconsolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express anopinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registeredwith the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities lawsand the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Weconducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the auditto obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whetherdue to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidatedfinancial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures includedexamining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our auditsalso included evaluating the accounting principles used and significant estimates made by management, as well as evaluating theoverall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

CriticalAudit Matter

Thecritical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statementsthat was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures thatare material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, takenas a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical auditmatter or on the accounts or disclosures to which it relates.

Acquisitionof Real Estate Properties

Asdiscussed in Note 3 to the consolidated financial statements, during fiscal 2020, the Company purchased five real estate propertiesfor an aggregate purchase price of approximately $175.1 million. The Company determined that all five acquisitions are acquisitionsof assets and that these acquisitions do not meet the definition of a business. As a result, the total cash consideration forthe five acquisitions were allocated to land, building and an intangible asset related to in-place leases on a relative fair valuebasis.

Auditingboth (1) the determination that these acquisitions were asset acquisitions and (2) the relative fair value allocation of the costof the acquisitions involved a high degree of judgment, estimation and an increased extent of effort.

Addressingthe matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on theconsolidated financial statements. These procedures included testing the effectiveness of controls relating to acquisition accounting,including management’s review of third party valuation reports. Among other audit procedures performed, (1) we evaluatedthe assets acquired to determine that they did not meet the requirements of a business, and (2) we evaluated the appropriatenessof the relative fair value allocation, including the assumptions used by management. Our procedures included evaluating the reasonablenessof the inputs and assumptions used by management and determining whether those inputs and assumptions were consistent with otherevidence obtained in other areas of the audit and by considering the consistency with external market and industry data. Additionally,we recomputed the relative fair value allocation for each asset acquisition.

/s/PKF O’Connor Davies, LLP

November23, 2020

NewYork, New York

Wehave served as the Company’s auditor since 2008.

** *

MONMOUTHREAL ESTATE INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATEDBALANCE SHEETS

ASOF SEPTEMBER 30,

( inthousands except per share amounts )

		2020				2019
ASSETS
Real Estate Investments:
Land		$	250,497			$	239,299
Buildings and Improvements			1,793,367				1,627,219
Total Real Estate Investments			2,043,864				1,866,518
Accumulated Depreciation			( 296,020	)			( 249,584	)
Real Estate Investments			1,747,844				1,616,934
Cash and Cash Equivalents			23,517				20,179
Securities Available for Sale at Fair Value			108,832				185,250
Tenant and Other Receivables			5,431				1,335
Deferred Rent Receivable			12,856				11,199
Prepaid Expenses			7,554				6,714
Intangible Assets, net of Accumulated Amortization of $ 17,330 and $ 15,686 , respectively			16,832				14,970
Capitalized Lease Costs, net of Accumulated Amortization of $ 4,286 and $ 3,378 , respectively			5,631				5,670
Financing Costs, net of Accumulated Amortization of $ 356 and $ 1,352 , respectively			1,380				144
Other Assets			9,906				9,553
TOTAL ASSETS		$	1,939,783			$	1,871,948

SeeAccompanying Notes to the Consolidated Financial Statements

MONMOUTHREAL ESTATE INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATEDBALANCE SHEETS (CONT’D)

ASOF SEPTEMBER 30,

( inthousands except per share amounts )

		2020				2019
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Fixed Rate Mortgage Notes Payable, net of Unamortized Debt Issuance Costs		$	799,507			$	744,928
Loans Payable			75,000				95,000
Accounts Payable and Accrued Expenses			3,998				3,570
Other Liabilities			23,673				17,407
Total Liabilities			902,178				860,905
COMMITMENTS AND CONTINGENCIES			-
Shareholders’ Equity:
6.125 % Series C Cumulative Redeemable Preferred Stock, $ 0.01 Par Value Per Share: 21,900 and 16,400 Shares Authorized as of September 30, 2020 and 2019, respectively; 18,880 and 13,907 Shares Issued and Outstanding As of September 30, 2020 and 2019, respectively			471,994				347,678
Common Stock, $ 0.01 Par Value Per Share: 200,000 and 188,040 Shares Authorized as of September 30, 2020 and 2019, respectively; 98,054 and 96,399 Shares Issued and Outstanding as of September 30, 2020 and 2019, respectively			981				964
Excess Stock, $ 0.01 Par Value Per Share: 200,000 Shares Authorized as of September 30, 2020 and 2019; No Shares Issued or Outstanding as of September 30, 2020 and 2019			0				0
Additional Paid-In Capital			568,998				662,401
Accumulated Other Comprehensive Income (Loss)			( 4,368	)			0
Undistributed Income			0				0
Total Shareholders’ Equity			1,037,605				1,011,043
TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY		$	1,939,783			$	1,871,948

SeeAccompanying Notes to the Consolidated Financial Statements

MONMOUTHREAL ESTATE INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATEDSTATEMENTS OF INCOME (LOSS)

FORTHE YEARS ENDED SEPTEMBER 30,

( inthousands )

		2020				2019				2018
INCOME:
Rental Revenue		$	141,583			$	132,524			$	115,864
Reimbursement Revenue			26,234				22,297				19,621
Lease Termination Income			0				0				210
TOTAL INCOME			167,817				154,821				135,695
EXPENSES:
Real Estate Taxes			20,193				17,010				14,919
Operating Expenses			6,888				6,616				5,794
General and Administrative Expenses			8,932				9,081				8,776
Non-recurring Severance Expense			786				0				0
Depreciation			46,670				43,020				36,176
Amortization of Capitalized Lease Costs and Intangible Assets			3,180				2,870				2,391
TOTAL EXPENSES			86,649				78,597				68,056
OTHER INCOME (EXPENSE):
Dividend Income			10,445				15,168				13,121
Gain on Sale of Securities Transactions			0				0				111
Unrealized Holding Gains (Losses) Arising During the Periods			( 77,380	)			( 24,680	)			0
Interest Expense, including Amortization of Financing Costs			( 36,376	)			( 36,912	)			( 32,350	)
TOTAL OTHER INCOME (EXPENSE)			( 103,311	)			( 46,424	)			( 19,118	)
INCOME (LOSS) FROM OPERATIONS			( 22,143	)			29,800				48,521
Gain on Sale of Real Estate Investments			0				0				7,485
NET INCOME (LOSS)			( 22,143	)			29,800				56,006
Less: Preferred Dividends			26,474				18,774				17,191
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS		$	( 48,617	)		$	11,026			$	38,815

SeeAccompanying Notes to the Consolidated Financial Statements

MONMOUTHREAL ESTATE INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATEDSTATEMENTS OF INCOME (LOSS)

FORTHE YEARS ENDED SEPTEMBER 30,

		2020				2019				2018
BASIC INCOME – PER SHARE
Net Income (Loss)		$	( 0.23	)		$	0.32			$	0.71
Less: Preferred Dividends			( 0.27	)			( 0.20	)			( 0.22	)
Net Income (Loss) Attributable to Common Shareholders – Basic		$	( 0.50	)		$	0.12			$	0.49
DILUTED INCOME – PER SHARE
Net Income (Loss)		$	( 0.23	)		$	0.32			$	0.71
Less: Preferred Dividends			( 0.27	)			( 0.20	)			( 0.22	)
Net Income (Loss) Attributable to Common Shareholders – Diluted		$	( 0.50	)		$	0.12			$	0.49
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (in thousands)
Basic			98,082				93,387				78,619
Diluted			98,164				93,485				78,802

SeeAccompanying Notes to the Consolidated Financial Statements

MONMOUTHREAL ESTATE INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATEDSTATEMENTS OF COMPREHENSIVE INCOME (LOSS)

FORTHE YEARS ENDED SEPTEMBER 30,

(inthousands)

		2020				2019				2018
Net Income (Loss)		$	( 22,143	)		$	29,800			$	56,006
Other Comprehensive Income:
Unrealized Holding Gains (Losses) Arising During the Period			0				0				( 31,204	)
Reclassification Adjustment for Net Gains Realized in Income			0				0				( 111	)
Change in Fair Value of Interest Rate Swap Agreement			( 4,368	)			0				0
Total Comprehensive Income (Loss)			( 26,511	)			29,800				24,691
Less: Preferred Dividends			26,474				18,774				17,191
ComprehensiveIncome (Loss) Attributable to Common Shareholders		$	( 52,985	)		$	11,026			$	7,500

SeeAccompanying Notes to the Consolidated Financial Statements

MONMOUTHREAL ESTATE INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATEDSTATEMENTS OF SHAREHOLDERS’ EQUITY

FORTHE YEARS ENDED SEPTEMBER 30, 2020, 2019, AND 2018

( inthousands except per share amounts )

		Common Stock				Preferred Stock Series C				Additional Paid in Capital
Balance September 30, 2017		$	756			$	245,986			$	459,553
Shares Issued in Connection with the DRIP (1)			58				0				89,970
Shares Issued in Connection with At-The-Market Offerings of 6.125 % Series C Preferred Stock, net of offering costs			0				41,214				( 1,120	)
Shares Issued Through the Exercise of Stock Options			1				0				569
Shares Issued Through Restricted Stock Awards			0				0				0
Stock Compensation Expense			0				0				434
Distributions To Common Shareholders ($ 0.68 per share)			0				0				( 14,771	)
Net Income			0				0				0
Preferred Dividends ($ 1.53125 per share)			0				0				0
Impact of Adoption of Accounting Standards Update 2016-01
Shares Issued in Connection with Underwritten Public Offering of Common Stock, net of offering costs
Shares Repurchased through the Common Stock Repurchase Plan
Change in Fair Value of Interest Rate Swap Agreement
Change in Unrealized Net Holding Gain (Loss) on Securities Available for Sale, Net of Reclassification Adjustment			0				0				0
Balance September 30, 2018			815				287,200				534,635
Balance October 01, 2018			815				287,200				534,635
Impact of Adoption of Accounting Standards Update 2016-01			0				0				0
Shares Issued in Connection with the DRIP (1)			56				0				73,909
Shares Issued in Connection with Underwritten Public Offering of Common Stock, net of offering costs			92				0				132,246
Shares Issued in Connection with At-The-Market Offerings of 6.125 % Series C Preferred Stock, net of offering costs			0				60,478				( 2,279	)
Shares Issued Through the Exercise of Stock Options			1				0				566
Stock Compensation Expense			0				0				784
Distributions To Common Shareholders ($ 0.68 per share)			0				0				( 77,460	)
Change in Unrealized Net Holding Gain (Loss) on Securities Available for Sale, Net of Reclassification Adjustment
Shares Repurchased through the Common Stock Repurchase Plan
Change in Fair Value of Interest Rate Swap Agreement
Net Income			0				0				0
Preferred Dividends ($ 1.53125 per share)			0				0				0
Balance September 30, 2019			964				347,678				662,401
Balance October 01, 2019			964				347,678				662,401
Shares Issued in Connection with the DRIP (1)			20				0				26,391
Shares Issued in Connection with At-The-Market Offerings of 6.125 % Series C Preferred Stock, net of offering costs			0				124,316				( 1,934	)
Shares Repurchased through the Common Stock Repurchase Plan			( 4	)			0				( 4,272	)
Shares Issued Through the Exercise of Stock Options			1				0				1,015
Stock Compensation Expense			0				0				452
Distributions To Common Shareholders ($ 0.68 per share)			0				0				( 115,055	)
Net Income			0				0				0
Preferred Dividends ($ 1.53125 per share)			0				0				0
Change in Fair Value of Interest Rate Swap Agreement			0				0				0
Balance September 30, 2020		$	981			$	471,994			$	568,998

(1)

Dividend Reinvestment and Stock Purchase Plan

SeeAccompanying Notes to the Consolidated Financial Statements

MONMOUTHREAL ESTATE INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATEDSTATEMENTS OF SHAREHOLDERS’ EQUITY

FORTHE YEARS ENDED SEPTEMBER 30, 2020, 2019 AND 2018, CONT’D.

( inthousands except per share amounts )

		Undistributed Income (Loss)				Accumulated Other Comprehensive Income (Loss)				Total Shareholders’ Equity
Balance September 30, 2017		$	0			$	6,571			$	712,866
Shares Issued in Connection with the DRIP (1)			0				0				90,028
Shares Issued in Connection with At-The-Market Offerings of 6.125 % Series C Preferred Stock, net of offering costs			0				0				40,094
Shares Issued Through the Exercise of Stock Options			0				0				570
Shares Issued Through Restricted Stock Awards			0				0				0
Stock Compensation Expense			0				0				434
Distributions To Common Shareholders ($ 0.68 per share)			( 38,815	)			0				( 53,586	)
Net Income			56,006				0				56,006
Preferred Dividends ($ 1.53125 per share)			( 17,191	)			0				( 17,191	)
Impact of Adoption of Accounting Standards Update 2016-01
Shares Issued in Connection with Underwritten Public Offering of Common Stock, net of offering costs
Shares Repurchased through the Common Stock Repurchase Plan
Change in Fair Value of Interest Rate Swap Agreement
Change in Unrealized Net Holding Gain (Loss) on Securities Available for Sale, Net of Reclassification Adjustment			0				( 31,315	)			( 31,315	)
Balance September 30, 2018			0				( 24,744	)			797,906
Balance October 01, 2018			0				( 24,744	)			797,906
Impact of Adoption of Accounting Standards Update 2016-01			( 24,744	)			24,744				0
Shares Issued in Connection with the DRIP (1)			0				0				73,965
Shares Issued in Connection with Underwritten Public Offering of Common Stock, net of offering costs			0				0				132,338
Shares Issued in Connection with At-The-Market Offerings of 6.125 % Series C Preferred Stock, net of offering costs			0				0				58,199
Shares Issued Through the Exercise of Stock Options			0				0				567
Stock Compensation Expense			0				0				784
Distributions To Common Shareholders ($ 0.68 per share)			13,718				0				( 63,742	)
Change in Unrealized Net Holding Gain (Loss) on Securities Available for Sale, Net of Reclassification Adjustment
Shares Repurchased through the Common Stock Repurchase Plan
Change in Fair Value of Interest Rate Swap Agreement
Net Income			29,800				0				29,800
Preferred Dividends ($ 1.53125 per share)			( 18,774	)			0				( 18,774	)
Balance September 30, 2019			0				0				1,011,043
Balance October 01, 2019			0				0				1,011,043
Shares Issued in Connection with the DRIP (1)			0				0				26,411
Shares Issued in Connection with At-The-Market Offerings of 6.125 % Series C Preferred Stock, net of offering costs			0				0				122,382
Shares Repurchased through the Common Stock Repurchase Plan			0				0				( 4,276	)
Shares Issued Through the Exercise of Stock Options			0				0				1,016
Stock Compensation Expense			0				0				452
Distributions To Common Shareholders ($ 0.68 per share)			48,617				0				( 66,438	)
Net Income			( 22,143	)			0				( 22,143	)
Preferred Dividends ($ 1.53125 per share)			( 26,474	)			0				( 26,474	)
Change in Fair Value of Interest Rate Swap Agreement			0				( 4,368	)			( 4,368	)
Balance September 30, 2020		$	0			$	( 4,368	)		$	1,037,605

(1)

Dividend Reinvestment and Stock Purchase Plan

SeeAccompanying Notes to the Consolidated Financial Statements

MONMOUTHREAL ESTATE INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATEDSTATEMENTS OF CASH FLOWS

FORTHE YEARS ENDED SEPTEMBER 30,

(inthousands)

		2020				2019				2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)		$	( 22,143	)		$	29,800			$	56,006
Noncash Items Included in Net Income (Loss):
Depreciation & Amortization			51,263				47,142				39,788
Stock Compensation Expense			452				784				434
Deferred Straight Line Rent			( 1,976	)			( 1,926	)			( 1,973	)
Securities Available for Sale Received as Dividend Income			( 1,213	)			( 874	)			( 829	)
Unrealized Holding Losses Arising During the Periods			77,380				24,680				0
Gain on Sale of Securities Transactions			0				0				( 111	)
Gain on Sale of Real Estate Investments			0				0				( 7,485	)
Changes in:
Tenant & Other Receivables			( 3,993	)			18				1,397
Prepaid Expenses			( 840	)			( 524	)			( 755	)
Other Assets & Capitalized Lease Costs			( 2,052	)			729				( 2,037	)
Accounts Payable, Accrued Expenses & Other Liabilities			1,951				919				265
NET CASH PROVIDED BY OPERATING ACTIVITIES			98,829				100,748				84,700
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Real Estate & Intangible Assets			( 175,261	)			( 138,964	)			( 283,403	)
Capital Improvements			( 5,996	)			( 14,734	)			( 9,084	)
Proceeds from Sale of Real Estate Investments			0				0				22,083
Return of Deposits on Real Estate			2,000				200				450
Deposits Paid on Acquisitions of Real Estate			( 1,670	)			( 6,000	)			( 200	)
Proceeds from Securities Available for Sale Called for Redemption			251				0				2,620
Purchase of Securities Available for Sale			0				( 54,136	)			( 64,150	)
NET CASH USED IN INVESTING ACTIVITIES			( 180,676	)			( 213,634	)			( 331,684	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Fixed Rate Mortgage Notes Payable			110,310				96,500				175,160
Principal Payments on Fixed Rate Mortgage Notes Payable			( 55,855	)			( 63,350	)			( 54,354	)
Net Draws (Repayments) from Loans Payable			( 20,000	)			( 91,609	)			66,517
Financing Costs Paid on Debt			( 2,525	)			( 662	)			( 1,470	)
Proceeds from Underwritten Public Offering of Common Stock, net of offering costs			0				132,338				0
Proceeds from At-The-Market Preferred Equity Program, net of offering costs			122,382				58,199				40,094
Proceeds from Issuance of Common Stock in the DRIP, net of Dividend Reinvestments			18,815				57,079				77,100
Shares repurchased through the Common Stock Repurchase Plan			( 4,276	)			0				0
Proceeds from the Exercise of Stock Options			1,016				567				570
Preferred Dividends Paid			( 25,839	)			( 18,465	)			( 16,876	)
Common Dividends Paid, net of Reinvestments			( 58,843	)			( 46,856	)			( 40,658	)
NET CASH PROVIDED BY FINANCING ACTIVITIES			85,185				123,741				246,083
Net Increase (Decrease) in Cash and Cash Equivalents			3,338				10,855				( 901	)
Cash and Cash Equivalents at Beginning of Year			20,179				9,324				10,225
CASH AND CASH EQUIVALENTS AT END OF YEAR		$	23,517			$	20,179			$	9,324

SeeAccompanying Notes to the Consolidated Financial Statements

MONMOUTHREAL ESTATE INVESTMENT CORPORATION AND SUBSIDIARIES

NOTESTO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER30, 2020

NOTE1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Descriptionof the Business

MonmouthReal Estate Investment Corporation, a Maryland corporation, together with its consolidated subsidiaries (we, our, us, the Companyor MREIC), operates as a real estate investment trust (REIT) deriving its income primarily from real estate rental operations.We were founded in 1968 and are one of the oldest public equity REITs in the world. As of September 30, 2020 and 2019, rentalproperties consisted of 119 and 114 property holdings, respectively. These properties are located in 31 states: Alabama, Arizona,Colorado, Connecticut, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maryland, Michigan, Minnesota,Mississippi, Missouri, Nebraska, New Jersey, New York, North Carolina, Ohio, Oklahoma, Pennsylvania, South Carolina, Tennessee,Texas, Utah, Virginia, Washington and Wisconsin. As of September 30, 2020, our weighted average lease maturity was 7.1 years andour annualized average base rent per occupied square foot was $ 6.36 . As of September 30, 2020, the weighted average building age,based on the square footage of our buildings, was 9.8 years.

Thefuture effects of the evolving impact of the COVID-19 pandemic are uncertain, however, at this time COVID-19 has not had a materialadverse effect on our financial condition. We invest in modern single-tenant, industrial buildings, leased primarily to investment-gradetenants or their subsidiaries on long-term net-leases. Our investments are exclusively situated in the continental United States,and are primarily located in strategic locations that are mission-critical to our tenants’ needs. In many cases our buildingsare highly automated in order to serve the omni-channel distribution networks that have become essential today. Approximately 81 % of our revenue is derived from investment-grade tenants, or their subsidiaries as defined by S&P Global Ratings ( www.standardandpoors.com )and by Moody’s ( www.moodys.com ). The references in this report to S&P Global Ratings and Moody’s are notintended to and do not include, or incorporate by reference into this report, the information of S&P Global Ratings or Moody’son such websites.

Formany years, ecommerce demand has increased, and it has now become an integral part of the retail landscape. The COVID-19 pandemichas created an even greater move towards on-line shopping. As a result of state and local government-mandated shutdowns, ecommercesales as a percentage of total retail sales increased from approximately 15% to 27% during the last two quarters. It is estimatedthat ecommerce sales require three times the warehouse space relative to brick and mortar retail sales. The COVID-19 pandemichas also created a need for supply chain reconfiguration. Increased inventory stocking is currently taking place across many industriesand it appears that this trend will continue in order to accommodate surges in demand. Additionally, U.S. manufacturing has beenincreasing in recent years and the COVID-19 pandemic has accelerated this trend as supply chains now prefer shorter distancesand less reliance on foreign sources.

Ourportfolio of modern, net-leased industrial properties, continues to provide shareholders with reliable and predictable incomestreams. Our resilient occupancy rates and rent collection results during these challenging times highlights the mission-criticalnature of our assets and underscores the essential need for our tenants’ operations. Furthermore, because our weighted averagelease maturity is 7.1 years and our weighted average fixed rate mortgage debt maturity is 11.1 years, we expect our cash flow to remainresilient over long periods of time. Our overall occupancy rate and our base rent collections have remained strong throughoutthe COVID-19 pandemic. Our overall occupancy rate has remained at 99.4 %.Our base rent collections have averaged 99.7 %and we expect November and future months to be consistent with this trend.

Useof Estimates

Inpreparing the financial statements in accordance with accounting principles generally accepted in the United States of America(U.S. GAAP), we are required to make certain estimates and assumptions that affect the reported amounts of assets and liabilitiesat the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actualresults could differ from these estimates and assumptions.

108

Table of Contents

SegmentReporting & Financial Information

Ourprimary business is the ownership and management of real estate properties. We invest in well-located, modern, single-tenant,industrial buildings leased primarily to investment-grade tenants or their subsidiaries on long-term net leases. We review operatingand financial information for each property on an individual basis and, therefore, each property represents an individual operatingsegment. We evaluate financial performance using Net Operating Income (NOI) from property operations. NOI is a non-GAAP financialmeasure, which we define as recurring Rental and Reimbursement Revenue, less Real Estate Taxes and Operating Expenses, such asinsurance, utilities and repairs and maintenance. We have aggregated the properties into one reportable segment as the propertiesshare similar long-term economic characteristics and have other similarities, including the fact that they are operated as industrialproperties subject to long-term net leases primarily to investment-grade tenants or their subsidiaries.

Principlesof Consolidation

Theconsolidated financial statements include the Company and our wholly-owned subsidiaries. In 2005, we formed MREIC Financial, Inc.,a taxable REIT subsidiary which has had no activity since inception. In 2007, we merged with Monmouth Capital Corporation (MonmouthCapital), with Monmouth Capital surviving as our wholly-owned subsidiary. All intercompany transactions and balances have beeneliminated in consolidation.

Buildingsand Improvements

Buildingsand improvements are stated at the lower of depreciated cost or net realizable value. Depreciation is computed based on the straight-linemethod over the estimated useful lives of the assets. These lives are 39 years for buildings and range from 3 to 39 years forimprovements.

Weapply Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 360-10, Property, Plant & Equipment(ASC 360-10) to measure impairment in real estate investments. Rental properties are individually evaluated for impairment whenconditions exist which may indicate that it is probable that the sum of expected future cash flows (on an undiscounted basis withoutinterest) from a rental property is less than its historical net cost basis. These expected future cash flows consider factorssuch as future operating income, trends and prospects as well as the effects of leasing demand, competition and other factors.Upon determination that an other-than-temporary impairment has occurred, rental properties are reduced to their fair value. Forproperties to be disposed of, an impairment loss is recognized when the fair value of the property, less the estimated cost tosell, is less than the carrying amount of the property measured at the time there is a commitment to sell the property and/orit is actively being marketed for sale. A property to be disposed of is reported at the lower of its carrying amount or its estimatedfair value, less its cost to sell. Subsequent to the date that a property is held for disposition, depreciation expense is notrecorded.

Gains(Losses) on Sale of Real Estate

Gains(losses) on the sale of real estate investments are recognized when the profit (loss) on a given sale is determinable, and theseller is not obliged to perform significant activities after the sale to earn such profit (loss).

Acquisitions

Weaccount for our property acquisitions as acquisitions of assets. In an acquisition of assets, certain acquisition costs are capitalizedto real estate investments as part of the purchase price. In addition, acquisitions that do not meet the definition of a businesscombination are accounted for as asset acquisitions whereby the consideration incurred is allocated to the individual assets acquiredon a relative fair value basis.

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MarketableSecurities

Investmentsin securities available for sale primarily consist of marketable common and preferred stock securities of other REITs. We intendto limit the size of this portfolio to no more than approximately 5% of our undepreciated assets, which we define as total assetsexcluding accumulated depreciation. The value of the marketable securities was $ 108.8 million as of September 30, 2020, representing 4.9 % of our undepreciated assets. We continue to believe that our REIT securities portfolio provides us with diversification,income, a source of potential liquidity when needed and also serves as a proxy for real estate when more favorable risk adjustedreturns are not available in the private real estate markets. Our decision to reduce this threshold mainly stems from the implementationof accounting rule ASU 2016-01, “Financial Instruments – Overall: Recognition and Measurement of Financial Assetsand Financial Liabilities”, which took effect at the beginning of last fiscal year. This new rule requires that quarterlychanges in the market value of our marketable securities flow through our Consolidated Statements of Income. The implementationof this accounting rule has resulted in increased volatility in our reported earnings and some of our key performance metrics.These marketable securities are all publicly-traded and purchased on the open market through private transactions or through dividendreinvestment plans. These securities may be classified among three categories: held-to-maturity, trading, and available-for-sale.We normally hold REIT securities on a long-term basis and have the ability and intent to hold securities to recovery. Therefore,as of September 30, 2020 and 2019, our securities are all classified as available-for-sale and are carried at fair value basedupon quoted market prices in active markets. Gains or losses on the sale of securities are based on average cost and are accountedfor on a trade date basis.

InJanuary 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-01, “FinancialInstruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 requiresequity investments (except those accounted for under the equity method of accounting, or those that result in consolidation ofthe investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entitiesto use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separatepresentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminatesthe requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair valuethat is required to be disclosed for financial instruments measured at amortized cost. These changes became effective for ourfiscal year beginning October 1, 2018. The most significant change for us, once ASU 2016-01 was adopted, was the accounting treatmentfor our investments in marketable securities that are classified as available-for-sale. The accounting treatment used for ourConsolidated Financial Statements through fiscal 2018 was that our investments in marketable securities, classified as availablefor sale, were carried at fair value, with net unrealized holding gains and losses being excluded from earnings and reported asa separate component of Shareholders’ Equity until realized and the change in net unrealized holding gains and losses beingreflected as comprehensive income (loss). Under ASU 2016-01, effective October 1, 2018, these marketable securities continue tobe measured at fair value, however, the changes in net unrealized holding gains and losses are now recognized through net incomeon our Consolidated Statements of Income. On October 1, 2018, we recorded a $ 24.7 million adjustment to opening retained earnings.In addition, $ 77.4 and $ 24.7 million of the net unrealized holding losses have been reflected as Unrealized Holding Gains (Losses)Arising During the Periods in the accompanying Consolidated Statements of Income (Loss) for the fiscal years ended 2020 and 2019,respectively.

Cashand Cash Equivalents

Cashand cash equivalents include all cash and investments with an original maturity of three months or less. We maintain our cashin bank accounts in amounts that may exceed federally insured limits. We have not experienced any losses in these accounts inthe past. The fair value of cash and cash equivalents approximates their current carrying amounts since all such items are short-termin nature.

IntangibleAssets, Capitalized Lease Costs and Financing Costs

Intangibleassets, consisting primarily of the value of in-place leases, are amortized to expense over the remaining terms of the respectiveleases. Upon termination of a lease, the unamortized portion is charged to expense. The weighted average amortization period uponacquisition for intangible assets recorded during 2020, 2019 and 2018 was 14 years, 12 years and 12 years, respectively.

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Costsincurred in connection with the execution of leases are capitalized and amortized over the term of the respective leases. Unamortizedlease costs are charged to expense upon cancellation of leases prior to the expiration of lease terms. Costs incurred in connectionwith obtaining mortgages and other financings and refinancings are deferred and are amortized over the term of the related obligationsusing the effective interest method. Unamortized costs are charged to expense upon prepayment of the obligation. Amortizationexpense related to these deferred leasing and financing costs were $ 2.6 million, $ 2.2 million and $ 2.1 million for the years endedSeptember 30, 2020, 2019 and 2018, respectively. We estimate that aggregate amortization expense for existing assets will be $ 2.4 million, $ 2.3 million, $ 2.2 million, $ 1.7 million and $ 1.3 million for the fiscal years 2021, 2022, 2023, 2024 and 2025, respectively.

DerivativeInstruments and Hedging Activities

Inthe normal course of business, we are exposed to financial market risks, including interest rate risk on our variable rate debt.We attempt to limit these risks by following established risk management policies, procedures and strategies, including the useof derivative financial instruments. Our primary strategy in entering into derivative contracts is to minimize the variabilitythat changes in interest rates could have on its future cash flows. We generally employ derivative instruments that effectivelyconvert a portion of our variable rate debt to fixed rate debt. We do not enter into derivative instruments for speculative purposes.As further described in “Note 7 – Mortgage Notes and Loans Payable”, in November 2019 we entered into an interestrate swap agreement that has the effect of fixing the interest rate on our $ 75 .0 million unsecured term loan (the “TermLoan”).

Theinterest rate for borrowings under the Term Loan will at our election, either i) bear interest at LIBOR plus 130 basis pointsto 200 basis points, depending on our leverage ratio, or ii) bear interest at BMO’s prime lending rate plus 30 basis pointsto 100 basis points, depending on our leverage ratio. The re-pricing and scheduled maturity dates, payment dates, index and thenotional amounts of the interest rate swap agreement coincides with those of the underlying Term Loan. The interest rate swapagreement is net settled monthly. The Company has designated this derivative as a cash flow hedge and has recorded the fair valueon the balance sheet in accordance with ASC 815, Derivatives and Hedging (See Note 14 for information on the determination offair value). The effective portion of the gain or loss on this hedge will be reported as a component of Accumulated Other ComprehensiveIncome (Loss) on our Consolidated Balance Sheets. To the extent that the hedging relationship is not effective or does not qualifyas a cash flow hedge, the ineffective portion is recorded in interest expense. Hedges that received designated hedge accountingtreatment are evaluated for effectiveness at the time that they are designated as well as through the hedging period. As of September30, 2020, the Company has determined that this interest rate swap agreement is highly effective as a cash flow hedge. As a result,the fair value of this derivative of $ ( 4.4 ) million as of September 30, 2020 was recorded as a component of Accumulated OtherComprehensive Income (Loss), with the corresponding liability included in Other Liabilities.

RevenueRecognition

Rentalrevenue from tenants with leases having scheduled rental increases are recognized on a straight-line basis over the term of thelease. Tenant recoveries related to the reimbursement of real estate taxes, insurance, repairs and maintenance, and other operatingexpenses are recognized as revenue in the period the expenses are incurred. The reimbursements are recognized and presented gross,as we are generally the primary obligor and, with respect to purchasing goods and services from third-party suppliers, have discretionin selecting the supplier and bears the associated credit risk. These occupancy charges are recognized as earned.

Whenapplicable, we provide an allowance for doubtful accounts against the portion of tenant and other receivables and deferred rentreceivables, which are estimated to be uncollectible. For accounts receivables that we deem uncollectible, we use the direct write-offmethod.

LeaseTermination Income

LeaseTermination Income is recognized in operating revenues when there is a signed termination agreement, all of the conditions ofthe agreement have been met, the tenant is no longer occupying the property and the termination consideration is probable of collection.Lease termination amounts are paid by tenants who want to terminate their lease obligations before the end of the contractualterm of the lease by agreement with us.

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Onlythree of our 119 properties have leases that contain an early termination provision. These three properties contain 158,000 totalrentable square feet, representing less than 0.7% of our total rentable square feet. Our leases with early termination provisionsare our 36,000 square foot location in Urbandale (Des Moines), IA, our 39,000 square foot location in Rockford, IL, and our 83,000 square foot location in Roanoke, VA. Each lease termination provision contains certain requirements that must be met in orderto exercise each termination provision. These requirements include: the date termination can be exercised, the time frame thatnotice must be given by the tenant to us and the termination fee that would be required to be paid by the tenant to us. The totalpotential termination fee to be paid to us from the three tenants with leases that have a termination provision amounts to $ 1.7 million.

NetIncome Per Share

BasicNet Income (Loss) per Common Share is calculated by dividing Net Income (Loss) Attributable to Common Shareholders by theweighted average number of common shares outstanding during the period. Diluted Net Income (Loss) per Common Share is calculatedby dividing Net Income (Loss) Attributable to Common Shareholders by the weighted average number of common shares outstandingfor the period and, when dilutive, the potential net shares that would be issued upon exercise of stock options pursuant to thetreasury stock method. In periods with a net loss, the basic loss per share equals the diluted loss per share as all common stockequivalents are excluded from the per share calculation because they are anti-dilutive.

Inaddition, common stock equivalents of 82,000 , 98,000 and 183,000 shares are included in the diluted weighted average shares outstandingfor fiscal years 2020, 2019 and 2018, respectively. As of September 30, 2020, 2019 and 2018, options to purchase 315,000 , 305,000 and 65,000 shares, respectively, were antidilutive.

StockCompensation Plan

Weaccount for awards of stock, stock options and restricted stock in accordance with ASC 718-10, “Compensation-Stock Compensation.”ASC 718-10 requires that compensation cost for all stock awards be calculated and amortized over the service period (generallyequal to the vesting period). The compensation cost for stock option grants is determined using option pricing models, intendedto estimate the fair value of the awards at the grant date less estimated forfeitures. The compensation expense for restrictedstock is recognized based on the fair value of the restricted stock awards less estimated forfeitures. The fair value of stockawards and restricted stock awards is equal to the fair value of our stock on the grant date. The amortization of compensationcosts for the awards of stock, stock option grants and restricted stock are included in General and Administrative Expenses inthe accompanying Consolidated Statements of Income and amounted to $ 452,000 , $ 784,000 and $ 434,000 have been recognized in 2020,2019 and 2018, respectively. Included in Note 9 to these consolidated financial statements are the assumptions and methodologyused to calculate the fair value of stock options and restricted shares.

IncomeTax

Wehave elected to be taxed as a REIT under Sections 856-860 of the Code, and we intend to maintain our qualification as a REIT inthe future. As a qualified REIT, with limited exceptions, we will not be taxed under Federal and certain state income tax lawsat the corporate level on taxable income that we distribute to our shareholders. For special tax provisions applicable to REITs,refer to Sections 856-860 of the Code. We are subject to franchise taxes in several of the states in which we own properties.

InDecember 2017, the Tax Cuts and Jobs Act of 2017 (the TCJA), Code Section 199A, was added to the Code and became effective fortax years beginning after December 31, 2017 and before January 1, 2026. Under the TCJA, subject to certain income limitations,individual taxpayers and trusts and estates may deduct 20 % of the aggregate amount of qualified REIT dividends they receive fromtheir taxable income. Qualified REIT dividends do not include any portion of a dividend received from a REIT that is classifiedas a capital gain dividend or qualified dividend income.

Wefollow the provisions of ASC Topic 740, Income Taxes, that, among other things, defines a recognition threshold and measurementattribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods,disclosure, and transition. Based on our evaluation, we determined that we have no uncertain tax positions and no unrecognizedtax benefits as of September 30, 2020. We record interest and penalties relating to unrecognized tax benefits, if any, as interestexpense. As of September 30, 2020, the fiscal tax years 2017 through and including 2020 remain open to examination by the InternalRevenue Service. There are currently no federal tax examinations in progress.

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ComprehensiveIncome (Loss)

Comprehensiveincome (loss) is comprised of net income (loss) and other comprehensive income (loss). Other comprehensiveincome (loss) consists of the change in the fair value of an interest rate swap derivative. Prior to our adoption of FinancialAccounting Standards Board’s (FASB) Accounting Standards Update (ASU) 2016-01, “Financial Instruments – Overall:Recognition and Measurement of Financial Assets and Financial Liabilities” on October 1, 2018, other comprehensive incomeconsisted of unrealized holding gains or losses arising during the period on securities available for sale, less any reclassificationadjustments for net gains of sales of securities transactions realized in income. Once we adopted ASU 2016-01, the changes innet unrealized holding gains and losses were no longer recognized through other comprehensive income and instead these changesare now recognized through net income on our Consolidated Statements of Income.

Reclassifications

Certainamounts in the consolidated financial statements for the prior years have been reclassified to conform to the financial statementpresentation for the current year.

RecentAccounting Pronouncements

InJanuary 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-01, “FinancialInstruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 requiresequity investments (except those accounted for under the equity method of accounting, or those that result in consolidation ofthe investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entitiesto use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separatepresentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminatesthe requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair valuethat is required to be disclosed for financial instruments measured at amortized cost. These changes became effective for ourfiscal year beginning October 1, 2018. The most significant change for us, once ASU 2016-01 was adopted, was the accounting treatmentfor our investments in marketable securities that are classified as available for sale. The accounting treatment used for ourConsolidated Financial Statements through Fiscal 2018 was that our investments in marketable securities, classified as availablefor sale, were carried at fair value, with net unrealized holding gains and losses being excluded from earnings and reported asa separate component of Shareholders’ Equity until realized and the change in net unrealized holding gains and losses beingreflected as comprehensive income (loss). Under ASU 2016-01, effective October 1, 2018, these marketable securities continue tobe measured at fair value, however, the changes in net unrealized holding gains and losses are now recognized through net incomeon our Consolidated Statements of Income (Loss). On October 1, 2018, unrealized net holding losses of $ 24.7 million were reclassed to beginning UndistributedIncome (Loss) to recognize the unrealized losses previously recorded in “accumulated other comprehensive income (loss)”on our consolidated balance sheets.

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InFebruary 2016, the FASB issued ASU 2016-02, “Leases.” ASU 2016-02 amends the existing accounting standards for leaseaccounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lesseeand lessor accounting. The standard requires a modified retrospective transition approach for all leases existing at, or enteredinto after, the date of initial application, with an option to use certain transition relief. The most significant changes relatedto lessor accounting under ASU 2016-02 include bifurcating revenue into lease and non-lease components and the new standard’snarrow definition of initial direct costs for leases. Since our revenue is primarily derived from leasing activities from long-termnet-leases and since we previously did not capitalize indirect costs for leases, we continue to account for our leases and relatedleasing costs in substantially the same manner as we previously did prior to the adoption of the ASU 2016-02 on October 1, 2019.In addition, the guidance requires lessees to recognize assets and liabilities for operating leases with lease terms greater thantwelve months on the balance sheet. Therefore, the most significant impact for us is the recognition of our corporate office lease,while accounting where we are the lessor remains substantially the same. Upon adoption, we calculated the asset and lease liabilityequal to the present value of the minimum lease payments due under our corporate office lease and determined that the asset andlease liability was immaterial to our Consolidated Financial Statements. In July 2018, the FASB issued ASU 2018-10, “CodificationImprovements to Topic 842, Leases.” The amendment in ASU 2018-10 affects narrow aspects of the guidance issued earlier inASU 2016-02 by removing certain inconsistencies and providing additional clarification related to the guidance issued earlier.In December 2018, the FASB issued ASU 2018-20 “Narrow-Scope Improvements for Lessors.” Similar to ASU 2018-10, ASU2018-20 affects narrow aspects of the guidance issued earlier in ASU 2016-02 by providing additional clarification related tothe guidance issued earlier. The most significant changes related to lessor accounting under ASU 2018-20 is the clarificationof how to treat payments made by a lessee directly to a third party, such as real estate taxes paid by the lessee directly tothe taxing authority, whereby items paid directly by the lessee to a third party should not be reflected in the lessors incomestatement and, thus, should not be bifurcated and included in revenue and operating expenses. A majority of our reimbursable expensesare paid by us and are billed back to our lessees. Therefore, these reimbursable expenses will continue to be presented separatelyby bifurcating these revenue and expense items in our Consolidated Statements of Income (Loss). We adopted these standards effectiveOctober 1, 2019 and the adoption of these standards did not have a significant impact on our consolidated financial statementsand related disclosures. The only effect the adoption of these standards had on our consolidated financial statements and relateddisclosures effective October 1, 2019 are instances where certain types of payments are made by a lessee directly to a third partywhereas these payments are no longer presented on a gross basis in our Consolidated Statements of Income (Loss), which have animmaterial effect on our reported revenue and a net zero effect on our Net Income (Loss) Attributable to Common Shareholders.In addition, in order to conform to the current period’s presentation, Real Estate Taxes and Reimbursement Revenue for thetwelve months ended September 30, 2019 were reduced by $ 3.7 million for the amount of Real Estate Taxes made by a lessee directlyto a third party during the twelve months ended September 30, 2019. For the twelve months ended September 30, 2018, Real EstateTaxes and Reimbursement Revenue were reduced by $ 3.7 million for the amount of Real Estate Taxes made by a lessee directly toa third party during the twelve months ended September 30, 2018.

InApril 2020, FASB issued interpretive guidance relating to the accounting for lease concessions provided as a result of the COVID-19pandemic that allows entities to treat the concession as if it was a part of the existing contract instead of applying lease modificationaccounting. This guidance is only applicable to the COVID-19 pandemic related lease concessions that do not result in a substantialincrease in the rights of the lessor or the obligations of the lessee. We have elected this option relating to qualifying rentdeferral and rent abatement agreements. For qualifying lease modifications with rent deferrals, this results in no change to ourrevenue recognition but an increase in the lease receivable balance until the deferred rent has been repaid. For qualifying leasemodifications that include rent abatement concessions, this results in a direct reduction of rental income in the current period. As of September 30, 2020, we have entered into rent deferral agreements related to the COVID-19 pandemic representing approximately$ 438,000 of base rent otherwise owed during the months of April through October 2020 representing 31 basis points of our totalannual base rent. To date, we have collected 71% of this amount.

Wedo not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a materialeffect on the accompanying Consolidated Financial Statements.

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NOTE2 – REAL ESTATE INVESTMENTS

Thefollowing is a summary of the cost and accumulated depreciation of our land, buildings and improvements at September 30, 2020and 2019 ( in thousands ):

SCHEDULE OF REAL ESTATE INVESTMENTS

		Property						Buildings &				Accumulated				Net Book
SEPTEMBER 30, 2020		Type		Land				Improvements				Depreciation				Value
Alabama:
Huntsville		Industrial		$	748			$	5,914			$	1,562			$	5,100
Mobile		Industrial			2,480				30,572				1,763				31,289
Arizona:
Tolleson (Phoenix)		Industrial			1,316				15,508				7,167				9,657
Colorado:
Colorado Springs		Industrial			2,150				27,170				3,027				26,293
Denver		Industrial			1,150				5,224				1,973				4,401
Connecticut:
Newington (Hartford)		Industrial			410				3,097				1,553				1,954
Florida:
Cocoa		Industrial			1,881				12,246				3,403				10,724
Davenport (Orlando)		Industrial			7,060				31,025				3,286				34,799
Daytona Beach		Industrial			3,120				27,161				1,730				28,551
Ft. Myers		Industrial			2,486				19,198				1,821				19,863
Homestead (Miami)		Industrial			4,427				33,485				2,795				35,117
Jacksonville (FDX)		Industrial			1,165				5,419				2,979				3,605
Jacksonville (FDX Ground)		Industrial			6,000				24,926				3,633				27,293
Lakeland		Industrial			261				1,782				676				1,367
Orlando		Industrial			2,200				6,610				2,212				6,598
Punta Gorda		Industrial			0				4,134				1,286				2,848
Tampa (FDX Ground)		Industrial			5,000				14,745				5,680				14,065
Tampa (FDX)		Industrial			2,830				5,071				1,824				6,077
Tampa (Tampa Bay Grand Prix)		Industrial			1,867				3,811				1,347				4,331
Georgia:
Augusta (FDX Ground)		Industrial			614				4,749				1,756				3,607
Augusta (FDX)		Industrial			380				1,604				558				1,426
Braselton (Atlanta)		Industrial			13,965				46,262				2,471				57,756
Griffin (Atlanta)		Industrial			760				14,322				5,338				9,744
Savannah (Shaw)		Industrial			4,405				51,621				3,530				52,496
Savannah (FDX Ground)		Industrial			3,441				24,091				1,133				26,399
Illinois:
Burr Ridge (Chicago)		Industrial			270				1,437				822				885
Elgin (Chicago)		Industrial			1,280				5,902				2,791				4,391
Granite City (St. Louis, MO)		Industrial			340				12,358				5,895				6,803
Montgomery (Chicago)		Industrial			2,000				9,303				3,245				8,058
Rockford (Collins Aerospace Systems)		Industrial			480				4,620				711				4,389
Rockford (Sherwin-Williams Co.)		Industrial			1,100				4,451				1,091				4,460
Sauget (St. Louis, MO)		Industrial			1,890				13,315				2,050				13,155
Schaumburg (Chicago)		Industrial			1,040				4,407				2,534				2,913
Wheeling (Chicago)		Industrial			5,112				13,881				5,210				13,783
Indiana:
Greenwood (Indianapolis) (Ulta)		Industrial			2,250				35,515				4,906				32,859

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		Property						Buildings &				Accumulated				Net Book
SEPTEMBER 30, 2020 (cont’d)		Type		Land				Improvements				Depreciation				Value
Indianapolis (FDX Ground)		Industrial		$	3,746			$	21,758			$	3,420			$	22,084
Greenwood (Indianapolis) (Amazon)		Industrial			4,839				74,525				1,911				77,453
Lafayette		Industrial			2,802				22,277				667				24,412
Iowa:
Urbandale (Des Moines)		Industrial			310				2,234				1,377				1,167
Kansas:
Edwardsville (Kansas City) (Carlisle Tire)		Industrial			1,185				6,098				2,847				4,436
Edwardsville (Kansas City) (International Paper)		Industrial			2,750				15,544				2,831				15,463
Olathe (Kansas City)		Industrial			2,350				29,476				3,140				28,686
Topeka		Industrial			0				3,680				1,085				2,595
Kentucky:
Buckner (Louisville)		Industrial			2,280				24,528				4,397				22,411
Frankfort (Lexington)		Industrial			1,850				26,150				3,911				24,089
Louisville		Industrial			1,590				9,714				1,079				10,225
Louisiana:
Covington (New Orleans)		Industrial			2,720				15,706				1,947				16,479
Maryland:
Beltsville (Washington, DC)		Industrial			3,200				11,312				4,748				9,764
Michigan:
Walker (Grand Rapids)		Industrial			4,034				27,621				2,479				29,176
Livonia (Detroit)		Industrial			320				13,560				2,767				11,113
Orion		Industrial			4,650				18,291				5,430				17,511
Romulus (Detroit)		Industrial			531				4,418				2,329				2,620
Minnesota:
Stewartville (Rochester)		Industrial			900				4,324				777				4,447
Mississippi:
Olive Branch (Memphis, TN) (Anda Pharmaceuticals, Inc.)		Industrial			800				13,750				2,909				11,641
Olive Branch (Memphis, TN) (Milwaukee Tool)		Industrial			2,550				34,365				5,813				31,102
Richland (Jackson)		Industrial			211				1,690				1,129				772
Ridgeland (Jackson)		Industrial			218				2,519				1,465				1,272
Missouri:
Kansas City		Industrial			1,000				9,003				1,408				8,595
Liberty (Kansas City)		Industrial			724				7,075				3,904				3,895
O’Fallon (St. Louis)		Industrial			264				3,986				2,614				1,636
St. Joseph		Industrial			800				12,598				6,158				7,240
Nebraska:
Omaha		Industrial			1,170				4,794				2,609				3,355
New Jersey:
Carlstadt (New York, NY)		Industrial			1,194				4,103				1,229				4,068
Somerset		Shopping Center			34				3,105				1,779				1,360
Trenton		Industrial			8,336				75,652				3,880				80,108
New York:
Cheektowaga (Buffalo)		Industrial			4,797				6,164				2,170				8,791
Halfmoon (Albany)		Industrial			1,190				4,537				945				4,782
Hamburg (Buffalo)		Industrial			1,700				33,432				3,436				31,696
North Carolina:
Concord (Charlotte)		Industrial			4,305				28,749				4,002				29,052
Concord (Charlotte)		Industrial			4,307				35,736				2,902				37,141
Fayetteville		Industrial			172				5,283				3,397				2,058
Whitsett (Greensboro)		Industrial			2,735				43,976				376				46,335
Winston-Salem		Industrial			980				6,284				3,057				4,207
Ohio:
Bedford Heights (Cleveland)		Industrial			990				6,314				2,310				4,994
Cincinnati		Industrial			800				5,950				776				5,974

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		Property						Buildings &				Accumulated				Net Book
SEPTEMBER 30, 2020 (cont’d)		Type		Land				Improvements				Depreciation				Value
Lancaster (Columbus)		Industrial		$	959			$	16,599			$	213			$	17,345
Kenton		Industrial			855				17,876				1,449				17,282
Lebanon (Cincinnati)		Industrial			240				4,315				933				3,622
Monroe (Cincinnati)		Industrial			1,800				19,777				1,945				19,632
Richfield (Cleveland)		Industrial			2,677				13,770				3,800				12,647
Stow		Industrial			1,430				17,504				1,346				17,588
Streetsboro (Cleveland)		Industrial			1,760				17,840				3,888				15,712
West Chester Twp. (Cincinnati)		Industrial			695				5,039				2,663				3,071
Oklahoma:
Oklahoma City (FDX Ground)		Industrial			1,410				11,215				2,185				10,440
Oklahoma City (Bunzl)		Industrial			845				7,883				657				8,071
Oklahoma City (Amazon)		Industrial			1,618				28,260				2,052				27,826
Oklahoma City (Amazon II)		Industrial			1,378				13,584				14				14,948
Tulsa		Industrial			790				2,958				553				3,195
Pennsylvania:
Altoona		Industrial			1,200				7,823				1,392				7,631
Imperial (Pittsburgh)		Industrial			3,700				16,264				1,912				18,052
Monaca (Pittsburgh)		Industrial			402				7,551				3,481				4,472
South Carolina:
Aiken (Augusta, GA)		Industrial			1,362				19,678				1,639				19,401
Charleston (FDX)		Industrial			4,639				16,880				1,265				20,254
Charleston (FDX Ground)		Industrial			7,103				39,473				2,193				44,383
Ft. Mill (Charlotte, NC)		Industrial			1,747				15,317				3,434				13,630
Hanahan (Charleston) (SAIC)		Industrial			1,129				13,334				5,256				9,207
Hanahan (Charleston) (Amazon)		Industrial			930				8,373				2,513				6,790
Tennessee:
Chattanooga		Industrial			300				5,069				1,678				3,691
Lebanon (Nashville)		Industrial			2,230				11,985				2,766				11,449
Memphis		Industrial			1,235				14,858				3,787				12,306
Shelby County		Vacant Land			11				0				0				11
Texas:
Carrollton (Dallas)		Industrial			1,500				16,995				4,442				14,053
Corpus Christi		Industrial			0				4,808				1,049				3,759
Edinburg		Industrial			1,000				11,039				2,040				9,999
El Paso		Industrial			3,225				9,206				2,512				9,919
Ft. Worth (Dallas)		Industrial			8,200				27,419				3,627				31,992
Houston		Industrial			1,661				6,530				1,825				6,366
Lindale (Tyler)		Industrial			540				9,426				1,456				8,510
Mesquite (Dallas)		Industrial			6,248				43,632				3,636				46,244
Spring (Houston)		Industrial			1,890				17,439				2,979				16,350
Waco		Industrial			1,350				11,201				2,075				10,476
Utah:
Ogden (Salt Lake City)		Industrial			1,287				11,380				97				12,570
Virginia:
Charlottesville		Industrial			1,170				3,292				1,801				2,661
Mechanicsville (Richmond)		Industrial			1,160				6,667				3,375				4,452
Richmond		Industrial			446				4,644				1,794				3,296
Roanoke (CHEP USA)		Industrial			1,853				5,610				2,092				5,371
Roanoke (FDX Ground)		Industrial			1,740				8,460				1,582				8,618
Washington:
Burlington (Seattle/Everett)		Industrial			8,000				22,371				2,572				27,799
Wisconsin:
Cudahy (Milwaukee)		Industrial			980				8,827				3,812				5,995
Green Bay		Industrial			590				5,979				1,072				5,497
Total as of September 30, 2020				$	250,497			$	1,793,367			$	296,020			$	1,747,844

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		Property						Buildings &				Accumulated				Net Book
SEPTEMBER 30, 2019		Type		Land				Improvements				Depreciation				Value
Alabama:
Huntsville		Industrial		$	748			$	5,914			$	1,406			$	5,256
Mobile		Industrial			2,480				30,572				980				32,072
Arizona:
Tolleson (Phoenix)		Industrial			1,316				15,508				6,659				10,165
Colorado:
Colorado Springs		Industrial			2,150				27,170				2,310				27,010
Denver		Industrial			1,150				5,214				1,839				4,525
Connecticut:
Newington (Hartford)		Industrial			410				3,084				1,466				2,028
Florida:
Cocoa		Industrial			1,881				12,246				3,080				11,047
Davenport (Orlando)		Industrial			7,060				30,720				2,494				35,286
Daytona Beach		Industrial			3,120				26,888				1,036				28,972
Ft. Myers		Industrial			2,486				19,178				1,332				20,332
Homestead (Miami)		Industrial			4,427				33,485				1,933				35,979
Jacksonville (FDX)		Industrial			1,165				5,419				2,961				3,623
Jacksonville (FDX Ground)		Industrial			6,000				24,827				2,799				28,028
Lakeland		Industrial			261				1,782				625				1,418
Orlando		Industrial			2,200				6,575				2,022				6,753
Punta Gorda		Industrial			0				4,134				1,172				2,962
Tampa (FDX Ground)		Industrial			5,000				14,702				5,302				14,400
Tampa (FDX)		Industrial			2,830				5,035				1,669				6,196
Tampa (Tampa Bay Grand Prix)		Industrial			1,867				3,811				1,246				4,432
Georgia:
Augusta (FDX Ground)		Industrial			614				4,749				1,634				3,729
Augusta (FDX)		Industrial			380				1,604				512				1,472
Braselton (Atlanta)		Industrial			13,965				46,262				1,285				58,942
Griffin (Atlanta)		Industrial			760				14,315				4,912				10,163
Savannah (Shaw)		Industrial			4,405				51,621				2,206				53,820
Savannah (FDX Ground)		Industrial			3,441				24,091				515				27,017
Illinois:
Burr Ridge (Chicago)		Industrial			270				1,437				783				924
Elgin (Chicago)		Industrial			1,280				5,697				2,599				4,378
Granite City (St. Louis, MO)		Industrial			340				12,358				5,539				7,159
Montgomery (Chicago)		Industrial			2,000				9,303				3,004				8,299
Rockford (Collins Aerospace Systems)		Industrial			480				4,620				592				4,508
Rockford (Sherwin-Williams Co.)		Industrial			1,100				4,451				975				4,576
Sauget (St. Louis, MO)		Industrial			1,890				13,315				1,708				13,497
Schaumburg (Chicago)		Industrial			1,040				4,138				2,407				2,771
Wheeling (Chicago)		Industrial			5,112				13,881				4,820				14,173
Indiana:
Greenwood (Indianapolis) (Ulta)		Industrial			2,250				35,262				3,998				33,514
Indianapolis		Industrial			3,746				21,758				2,830				22,674
Lafayette		Industrial			2,802				22,277				96				24,983
Iowa:
Urbandale (Des Moines)		Industrial			310				2,234				1,294				1,250
Kansas:
Edwardsville (Kansas City) (Carlisle Tire)		Industrial			1,185				6,048				2,689				4,544
Edwardsville (Kansas City) (International Paper)		Industrial			2,750				15,544				2,416				15,878
Olathe (Kansas City)		Industrial			2,350				29,387				2,386				29,351
Topeka		Industrial			0				3,680				991				2,689

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		Property						Buildings &				Accumulated				Net Book
SEPTEMBER 30, 2019 (cont’d)		Type		Land				Improvements				Depreciation				Value
Kentucky:
Buckner (Louisville)		Industrial		$	2,280			$	24,528			$	3,755			$	23,053
Frankfort (Lexington)		Industrial			1,850				26,150				3,241				24,759
Louisville		Industrial			1,590				9,714				830				10,474
Louisiana:
Covington (New Orleans)		Industrial			2,720				15,706				1,543				16,883
Maryland:
Beltsville (Washington, DC)		Industrial			3,200				11,312				4,454				10,058
Michigan:
Walker (Grand Rapids)		Industrial			4,034				27,621				1,771				29,884
Livonia (Detroit)		Industrial			320				13,560				2,407				11,473
Orion		Industrial			4,650				18,240				4,959				17,931
Romulus (Detroit)		Industrial			531				4,418				2,182				2,767
Minnesota:
Stewartville (Rochester)		Industrial			900				4,324				665				4,559
Mississippi:
Olive Branch (Memphis, TN) (Anda Pharmaceuticals, Inc.)		Industrial			800				13,750				2,556				11,994
Olive Branch (Memphis, TN) (Milwaukee Tool)		Industrial			2,550				34,365				4,929				31,986
Richland (Jackson)		Industrial			211				1,690				1,057				844
Ridgeland (Jackson)		Industrial			218				2,093				1,382				929
Missouri:
Kansas City		Industrial			1,000				9,003				1,147				8,856
Liberty (Kansas City)		Industrial			724				6,813				3,669				3,868
O’Fallon (St. Louis)		Industrial			264				3,986				2,492				1,758
St. Joseph		Industrial			800				12,589				5,804				7,585
Nebraska:
Omaha		Industrial			1,170				4,794				2,484				3,480
New Jersey:
Carlstadt (New York, NY)		Industrial			1,194				4,103				1,123				4,174
Somerset		Shopping Center			34				3,095				1,687				1,442
Trenton		Industrial			8,336				75,652				1,940				82,048
New York:
Cheektowaga (Buffalo)		Industrial			4,797				6,164				2,011				8,950
Halfmoon (Albany)		Industrial			1,190				4,336				834				4,692
Hamburg (Buffalo)		Industrial			1,700				33,394				2,560				32,534
North Carolina:
Concord (Charlotte)		Industrial			4,305				28,740				3,158				29,887
Concord (Charlotte)		Industrial			4,307				35,736				1,985				38,058
Fayetteville		Industrial			172				5,283				3,165				2,290
Winston-Salem		Industrial			980				6,266				2,835				4,411
Ohio:
Bedford Heights (Cleveland)		Industrial			990				6,308				2,090				5,208
Cincinnati		Industrial			800				5,950				623				6,127
Kenton		Industrial			855				17,876				927				17,804
Lebanon (Cincinnati)		Industrial			240				4,212				813				3,639
Monroe (Cincinnati)		Industrial			1,800				19,777				1,438				20,139
Richfield (Cleveland)		Industrial			2,677				13,770				3,441				13,006
Stow		Industrial			1,430				17,504				898				18,036
Streetsboro (Cleveland)		Industrial			1,760				17,840				3,431				16,169
West Chester Twp. (Cincinnati)		Industrial			695				5,039				2,484				3,250

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		Property						Buildings &				Accumulated				Net Book
SEPTEMBER 30, 2019 (cont’d)		Type		Land				Improvements				Depreciation				Value
Oklahoma:
Oklahoma City (FDX Ground)		Industrial		$	1,410			$	11,196			$	1,892			$	10,714
Oklahoma City (Bunzl)		Industrial			845				7,883				454				8,274
Oklahoma City (Amazon)		Industrial			1,618				28,260				1,328				28,550
Tulsa		Industrial			790				2,958				473				3,275
Pennsylvania:
Altoona		Industrial			1,200				7,827				1,189				7,838
Imperial (Pittsburgh)		Industrial			3,700				16,264				1,494				18,470
Monaca (Pittsburgh)		Industrial			402				7,509				3,229				4,682
South Carolina:
Aiken (Augusta, GA)		Industrial			1,362				19,678				1,135				19,905
Charleston (FDX)		Industrial			4,639				16,880				831				20,688
Charleston (FDX Ground)		Industrial			7,103				39,473				1,180				45,396
Ft. Mill (Charlotte, NC)		Industrial			1,747				15,317				3,041				14,023
Hanahan (Charleston) (SAIC)		Industrial			1,129				12,887				4,754				9,262
Hanahan (Charleston) (Amazon)		Industrial			930				6,760				2,244				5,446
Tennessee:
Chattanooga		Industrial			300				5,049				1,529				3,820
Lebanon (Nashville)		Industrial			2,230				11,985				2,458				11,757
Memphis		Industrial			1,235				14,879				3,297				12,817
Shelby County		Vacant Land			11				0				0				11
Texas:
Carrollton (Dallas)		Industrial			1,500				16,447				3,987				13,960
Corpus Christi		Industrial			0				4,808				923				3,885
Edinburg		Industrial			1,000				11,039				1,756				10,283
El Paso		Industrial			3,225				9,206				2,244				10,187
Ft. Worth (Dallas)		Industrial			8,200				27,133				2,896				32,437
Houston		Industrial			1,661				6,502				1,632				6,531
Lindale (Tyler)		Industrial			540				9,426				1,211				8,755
Mesquite (Dallas)		Industrial			6,248				43,632				2,517				47,363
Spring (Houston)		Industrial			1,890				17,427				2,527				16,790
Waco		Industrial			1,350				11,201				1,786				10,765
Virginia:
Charlottesville		Industrial			1,170				3,292				1,693				2,769
Mechanicsville (Richmond)		Industrial			1,160				6,647				3,191				4,616
Richmond		Industrial			446				4,460				1,666				3,240
Roanoke (CHEP USA)		Industrial			1,853				5,610				1,899				5,564
Roanoke (FDX Ground)		Industrial			1,740				8,460				1,365				8,835
Washington:
Burlington (Seattle/Everett)		Industrial			8,000				22,321				2,000				28,321
Wisconsin:
Cudahy (Milwaukee)		Industrial			980				8,827				3,550				6,257
Green Bay		Industrial			590				5,979				921				5,648
Total as of September 30, 2019				$	239,299			$	1,627,219			$	249,584			$	1,616,934

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NOTE3 – ACQUISITIONS, EXPANSIONS AND DISPOSITIONS

Fiscal2020 Acquisitions

OnOctober 10, 2019, we purchased a newly constructed 616,000 square foot industrial building, situated on 78.6 acres, located inthe Indianapolis, IN Metropolitan Statistical Area (MSA). The building is 100 % net-leased to a subsidiary of Amazon.com Services,Inc. (Amazon) for 15 years through August 2034 . The lease is guaranteed by Amazon. The purchase price was $ 81.5 million. We obtainedan 18 year, fully-amortizing mortgage loan of $ 52.5 million at a fixed interest rate of 4.27 %. Annual rental revenue over theremaining term of the lease averages $ 5.0 million.

OnMarch 30, 2020, we purchased a newly constructed 153,000 square foot industrial building, situated on 24.2 acres, located in theColumbus, OH MSA. The building is 100 % net-leased to Magna Seating of America, Inc. for 10 years through January 2030 . The purchaseprice was $ 17.9 million. We obtained a 10 year, fully-amortizing mortgage loan of $ 9.4 million at a fixed interest rate of 3.47 %.Annual rental revenue over the remaining term of the lease averages $ 1.2 million.

OnMay 21, 2020, we purchased a newly constructed 286,000 square foot industrial building, situated on 39.3 acres, located in theGreensboro, NC MSA. The building is 100 % net-leased to FedEx Ground Package System, Inc. for 15 years through April 2035 . Thepurchase price was $ 47.6 million. We obtained a 15 year, fully-amortizing mortgage loan of $ 30.3 million at a fixed interest rateof 3.10 %. Annual rental revenue over the remaining term of the lease averages $ 3.0 million.

OnMay 21, 2020, we purchased a newly constructed 70,000 square foot industrial building, situated on 7.5 acres, located in the SaltLake City, UT MSA. The building is 100 % net-leased to FedEx Corporation for 15 years through March 2035. The purchase price was$ 12.9 million. We obtained a 15 year, fully-amortizing mortgage loan of $ 8.4 million at a fixed interest rate of 3.18 %. Annualrental revenue over the remaining term of the lease averages $ 772,000 .

OnSeptember 15, 2020, we purchased a newly constructed 121,000 square foot industrial building, situated on 21.5 acres, locatedin Oklahoma City, OK. The building is 100 % net-leased to a subsidiary of Amazon for 10 years through August 2030 . The lease isguaranteed by Amazon. The purchase price was $ 15.2 million. We obtained a 15 year, fully-amortizing mortgage loan of $ 9.8 millionat a fixed interest rate of 3.00 %. Annual rental revenue over the remaining term of the lease averages $ 934,000 .

Weevaluated the property acquisitions which took place during the twelve months ended September 30, 2020, to determine whetheran integrated set of assets and activities meets the definition of a business, pursuant to ASU 2017-01. Acquisitions that donot meet the definition of a business are accounted for as asset acquisitions. Accordingly, we accounted for all fiveproperties purchased during fiscal 2020 as asset acquisitions and allocated the total cash consideration, includingtransaction costs of $ 179,000 ,to the individual assets acquired on a relative fair value basis. There were no liabilities assumed in these acquisitions. Thefinancial information set forth below summarizes our purchase price allocation for these five properties acquired during thefiscal year 2020 that were accounted for as asset acquisitions ( in thousands ):

SUMMARY OF PURCHASE PRICE ALLOCATION FOR 2020 ASSETS ACQUISITIONS

Land		$	11,198
Building			160,064
In-Place Leases			3,999

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Thefollowing table summarizes the operating results included in our consolidated statements of income for the fiscal year ended September30, 2020 for the five properties acquired during the twelve months ended September 30, 2020 ( in thousands ):

SUMMARY OF OPERATIONSRESULT FOR 2020 PROPERTIES ACQUISITIONS

		Year Ended 9/30/2020
Rental Revenues		$	6,846
Net Income (Loss) Attributable to Common Shareholders			1,624

FedExGround Package System, Inc.’s ultimate parent, FedEx Corporation, Magna Seating of America, Inc.’s ultimate parent,Magna International Inc. and Amazon are publicly-listed companies that are considered Investment Grade by S&P Global Ratings( www.standardandpoors.com ) and by Moody’s ( www.moodys.com ). The references in this report to the S&P GlobalRatings’ website and the Moody’s website are not intended to and do not include, or incorporate by reference intothis report, the information of S&P Global Ratings or Moody’s on such websites.

Fiscal2019 Acquisitions

OnOctober 19, 2018, we purchased a newly constructed 347,000 square foot industrial building, situated on 62.0 acres, located inTrenton, NJ. The building is 100 % net-leased to FedEx Ground Package System, Inc. for 15 years through June 2032 . The purchaseprice was $ 85.2 million. We obtained a 15 year, fully-amortizing mortgage loan of $ 55.0 million at a fixed interest rate of 4.13 %.Annual rental revenue over the remaining term of the lease averages $ 5.3 million.

OnNovember 30, 2018, we purchased a newly constructed 127,000 square foot industrial building, situated on 29.4 acres, located inSavannah, GA. The building is 100 % net-leased to FedEx Ground Package System, Inc. for 10 years through October 2028 . The purchaseprice was $ 27.8 million. We obtained a 15 year, fully-amortizing mortgage loan of $ 17.5 million at a fixed interest rate of 4.40 %.Annual rental revenue over the remaining term of the lease averages $ 1.8 million.

OnJuly 26, 2019, we purchased a newly constructed 350,000 square foot industrial building, situated on 45.6 acres, located in Lafayette,IN. The building is 100 % net-leased to Toyota Tsusho America, Inc. (Toyota) for 10 years through June 2029 . The purchase pricewas $ 25.5 million. We obtained a 15 year, fully-amortizing mortgage loan of $ 17.0 million at a fixed interest rate of 4.25 %. Annualrental revenue over the remaining term of the lease averages $ 1.7 million.

Weevaluated the property acquisitions which took place during the twelve months ended September 30, 2019, to determine whether anintegrated set of assets and activities meets the definition of a business, pursuant to ASU 2017-01. Acquisitions that do notmeet the definition of a business are accounted for as asset acquisitions. Accordingly, we accounted for all three propertiespurchased during fiscal 2019 as asset acquisitions and allocated the total cash consideration, including transaction costs of$ 347,000 , to the individual assets acquired on a relative fair value basis. There were no liabilities assumed in these acquisitions.

Thefinancial information set forth below summarizes our purchase price allocation for these three properties acquired during thefiscal year 2019 that were accounted for as asset acquisitions ( in thousands ):

SUMMARYOF PURCHASE PRICE ALLOCATION FOR 2019 ASSETS ACQUISITIONS

Land		$	14,579
Building			122,018
In-Place Leases			2,367

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Thefollowing table summarizes the operating results included in our consolidated statements of income for the fiscal year ended September30, 2019 for the three properties acquired during the twelve months ended September 30, 2019 ( in thousands ):

SUMMARY OF OPERATIONS RESULT FOR 2019 PROPERTIESACQUISITION

		Year Ended 9/30/2019
Rental Revenues		$	7,073
Net Income (Loss) Attributable to Common Shareholders			1,723

FedExGround Package System, Inc.’s ultimate parent, FedEx Corporation and Toyota Tsusho America, Inc’s parent, Toyota TsushoCorporation are publicly-listed companies that are considered Investment Grade by S&P Global Ratings ( www.standardandpoors.com )and by Moody’s ( www.moodys.com ).

Fiscal2019 Expansions

InFebruary 2019, we completed a 155,000 square foot building expansion at our property located in Monroe (Cincinnati), OH for atotal project cost of $ 8.6 million. The expansion resulted in a new 15 -year lease which extended the prior lease expiration datefrom February 2030 to February 2034 . The expansion also resulted in an increase in initial annual rent effective March 1, 2019of $ 821,000 from $ 980,000 , or $ 4.22 per square foot, to $ 1.8 million, or $ 4.65 per square foot. In addition, the annual rent willincrease by 2 % per annum, resulting in an average annualized rent of $ 2.1 million over the 15-year term. In connection with thisexpansion, we obtained a 10.6 year , fully-amortizing second mortgage loan of $ 7.0 million at a fixed interest rate of 3.85 %. Thematurity of the second mortgage loan coincides with the maturity of the property’s first fully-amortizing mortgage loanwhich is at a fixed interest rate of 3.77 % and has a principal balance of $ 6.6 million as of the fiscal year end.

ConsolidatedStatements of Income for the three fiscal years ended September 30, 2020, 2019 and 2018 of properties sold during the periodspresented

Thesale of the four properties sold during fiscal 2018 do not represent a strategic shift that has a major effect on our operationsand financial results. Therefore, the operations generated from these four properties sold during fiscal 2018 are not includedin Discontinued Operations. There were no properties sold during fiscal 2019 or 2020.

The following table summarizes ( in thousands )the operations of these four properties, prior to their sales, that are included in the accompanying Consolidated Statements ofIncome for the three fiscal years ended September 30, 2020, 2019 and 2018:

SCHEDULEOF DISPOSITION AND REAL ESTATE CLASSIFIED AS HELD FOR SALE

		2020				2019				2018
Rental and Reimbursement Revenue		$	0			$	0			$	929
Lease Termination Income			0				0				210
Real Estate Taxes			0				0				( 212	)
Operating Expenses			0				0				( 110	)
Depreciation & Amortization			0				0				( 79	)
Interest Expense			0				0				( 38	)
Income from Operations			0				0				700
Gain on Sale of Real Estate Investment			0				0				7,485
Net Income		$	0			$	0			$	8,185

Proforma information (unaudited)

Thefollowing unaudited pro forma condensed financial information has been prepared utilizing our historical financial statementsand from the properties acquired and expanded during fiscal years 2020 and 2019, assuming that these acquisitions and these completedexpansions had occurred as of October 1, 2018, after giving effect to certain adjustments including: (a) Rental Revenue adjustmentsresulting from the straight-lining of scheduled rent increases, (b) Interest Expense resulting from the assumed increase in FixedRate Mortgage Notes Payable and Loans Payable related to the new acquisitions, and (c) Depreciation Expense related to the newacquisitions and expansions. Furthermore, the net proceeds raised from our Dividend Reinvestment and Stock Purchase Plan (theDRIP) were used to fund property acquisitions and expansions and therefore, the weighted average shares outstanding used in calculatingthe pro-forma Basic and Diluted Net Income (Loss) per Share Attributable to Common Shareholders has been adjusted to account forthe increase in shares raised through the DRIP, as if all the shares raised had occurred on October 1, 2018. Additionally, thenet proceeds raised from the issuance of our 6.125% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share(6.125% Series C Preferred Stock), through our At-The-Mark Sales Agreement Program were used to help fund property acquisitionsand, therefore, the pro-forma preferred dividend has been adjusted to account for its effect on pro-forma Net Income (Loss) Attributableto Common Shareholders as if all the preferred stock issuances had occurred on October 1, 2018.

Theunaudited pro-forma condensed financial information is not indicative of the results of operations that would have been achievedhad the acquisitions and expansions reflected herein been consummated on the dates indicated or that will be achieved in the future.

SCHEDULEOF PRO FORMA INFORMATION

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		Fiscal Year Ended (in thousands, except per share amounts)
		2020								2019
		As Reported				Pro-forma				As Reported				Pro-forma
Rental Revenue		$	141,583			$	145,486			$	132,524			$	145,100
Net Income (Loss) Attributable to Common Shareholders		$	( 48,617	)		$	( 47,315	)		$	11,026			$	6,799
Basic and Diluted Net Income (Loss) per Share Attributable to Common Shareholders		$	( 0.50	)		$	( 0.48	)		$	0.12			$	0.07

NOTE4 – INTANGIBLE ASSETS

Netintangible assets consist of the estimated value of the acquired in-place leases and the acquired above market rent leases atacquisition for the following properties and are amortized over the remaining term of the lease.

Intangible Assets, net of AccumulatedAmortization is made up of the following balances as of September 30, 2020 and 2019 ( in thousands ):

SCHEDULE OF INTANGIBLE ASSETS UNDER LEASES IN-PLACE ACQUISITION

		As of September 30, 2020				As of September 30, 2019
Topeka, KS		$	34			$	69
Lebanon (Nashville), TN			78				99
Rockford, IL (Sherwin-Williams Co.)			65				85
Edinburg, TX			52				109
Corpus Christi, TX			21				44
Halfmoon (Albany), NY			0				108
Olive Branch (Memphis, TN), MS (Anda Pharmaceuticals)			336				520
Livonia (Detroit), MI			103				171
Stewartville (Rochester), MN			13				17
Buckner (Louisville), KY			286				308
Edwardsville (Kansas City), KS (International Paper)			218				292
Lindale (Tyler), TX			131				166
Sauget (St. Louis, MO), IL			18				20
Rockford, IL (Collins Aerospace Systems)			53				61
Kansas City, MO			5				10
Monroe, OH (Cincinnati)			301				333
Cincinnati, OH			32				36
Imperial (Pittsburgh), PA			45				53
Burlington (Seattle/Everett), WA			312				344
Colorado Springs, CO			202				241
Hamburg (Buffalo), NY			181				198

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		As of September 30, 2020				As of September 30, 2019
Ft. Myers, FL		$	143			$	164
Walker (Grand Rapids), MI			382				415
Aiken (Augusta, GA), SC			728				791
Mesquite (Dallas), TX			628				683
Homestead (Miami), FL			437				475
Oklahoma City, OK (Bunzl)			159				200
Concord (Charlotte), NC			496				539
Kenton, OH			340				389
Stow, OH			404				463
Charleston, SC (FDX)			324				351
Oklahoma City, OK (Amazon)			522				596
Savannah, GA (Shaw)			1,091				1,247
Daytona Beach, FL			604				685
Mobile, AL			817				917
Charleston, SC (FDX Ground)			577				622
Braselton (Atlanta), GA			861				930
Trenton, NJ			1,303				1,413
Savannah, GA (FDX Ground)			298				334
Lafayette, IN			424				472
Greenwood (Indianapolis), IN (Amazon)			2,005				0
Lancaster (Columbus), OH			335				0
Whitsett (Greensboro), NC			963				0
Ogden (Salt Lake City), UT			232				0
Oklahoma City, OK (Amazon II)			273				0
Total Intangible Assets, net of Accumulated Amortization		$	16,832			$	14,970

Amortizationexpense related to the intangible assets attributable to acquired in-place leases was $ 2.0 million, $ 1.9 million and $ 1.5 millionfor the years ended September 30, 2020, 2019 and 2018, respectively. We estimate that the aggregate amortization expense for theseexisting intangible assets will be $ 2.0 million, $ 1.9 million, $ 1.7 million, $ 1.6 million, and $ 1.6 million for each of the fiscalyears 2021, 2022, 2023, 2024 and 2025, respectively. The amount that is being amortized into rental revenue related to the intangibleassets attributable to acquired above market leases was $ 103,000 for the years ended September 30, 2020, 2019 and 2018. We estimatethat the aggregate amount that will be amortized into rental revenue for existing intangible assets will be $ 103,000 for fiscalyear 2021 and will be $ 34,000 for the fiscal year 2022.

NOTE5 – SIGNIFICANT CONCENTRATIONS OF CREDIT RISK

Asof September 30, 2020, we had 23.4 million square feet of property, of which 10.7 million square feet, or 46 %, consisting of 62separate stand-alone leases, were leased to FedEx Corporation (FDX) and its subsidiaries, ( 5 % to FDX and 41 % to FDX subsidiaries).These properties are located in 26 different states. As of September 30, 2020, the 62 separate stand-alone leases that are leasedto FDX and FDX subsidiaries had a weighted average lease maturity of 7.9 years . As of September 30, 2020, in addition to FDX andits subsidiaries, the only tenants that leased 5 % or more of our total square footage were subsidiaries of Amazon, which consistsof five separate stand-alone leases for properties located in four different states, containing 1.5 million total square feet,comprising 6 % of our total leasable square feet. None of our properties are subject to a master lease or any cross-collateralizationagreements. The tenants that leased more than 5% of total rentable square footage as of September 30, 2020, 2019, and 2018 wereas follows:

SCHEDULE OFCONCENTRATION OF RISK

		2020				2019				2018
FDX and Subsidiaries			46 %				47 %				48 %
Subsidiaries of Amazon			6%				<5%				<5%

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Duringfiscal 2020, the only tenants that accounted for 5 %or more of our rental and reimbursement revenue were FDX (including its subsidiaries) and subsidiaries of Amazon. Our rentaland reimbursement revenue from FDX and its subsidiaries for the fiscal years ended September 30, 2020, 2019 and 2018,respectively, totaled $ 96.4 million, $ 93.3 million and $ 79.1 million, or as a percentage of total rent and reimbursement revenues, 58 %( 5 %from FDX and 53 %from FDX subsidiaries), 60 %( 5 %from FDX and 55 %from FDX subsidiaries) and 58 %( 5 %from FDX and 53 %from FDX subsidiaries). Subsidiaries of Amazon represented 6% of our Rental and Reimbursement Revenue for the fiscal yearended September 30, 2020. Rental and Reimbursement Revenue from subsidiaries of Amazon for the fiscal years ended September30, 2019 and 2018 was less than 5% of our Rental and Reimbursement Revenue. Noother tenant accounted for 5% or more of our total Rental and Reimbursement revenue for the fiscal years endedSeptember 30, 2020, 2019 and 2018.

FDXand Amazon are rated “BBB” and “AA-”, respectively by S&P Global Ratings ( www.standardandpoors.com )and are rated “Baa2” and “A2”, respectively by Moody’s ( www.moodys.com ), which are both considered“Investment Grade” ratings. The references in this report to the SEC’s website, S&P Global Ratings’website and Moody’s website are not intended to and do not include, or incorporate by reference into this report, the informationof FDX, Amazon, S&P Global Ratings or Moody’s on such websites.

NOTE6 – SECURITIES AVAILABLE FOR SALE

OurSecurities Available for Sale at Fair Value consists primarily of marketable common and preferred stock of other REITs with afair value of $ 108.8 million as of September 30, 2020. We intend to limit the size of this portfolio to no more than approximately 5 % of our undepreciated assets, which we define as total assets excluding accumulated depreciation. We continue to believe thatour REIT securities portfolio provides us with diversification, income, a source of potential liquidity when needed and also servesas a proxy for real estate when more favorable risk adjusted returns are not available in the private real estate markets. Ourdecision to reduce this threshold mainly stems from the implementation of accounting rule ASU 2016-01, “Financial Instruments– Overall: Recognition and Measurement of Financial Assets and Financial Liabilities”, which took effect at the beginningof last fiscal year. This new rule requires that quarterly changes in the market value of our marketable securities flow throughour Consolidated Statements of Income (Loss). The implementation of this accounting rule has resulted in increased volatilityin our reported earnings and some of our key performance metrics. Total assets excluding accumulated depreciation were $ 2.2 billionas of September 30, 2020. Our $ 108.8 million investment in marketable REIT securities as of September 30, 2020 represented 4.9 %of our undepreciated assets.

Duringthe fiscal year ended September 30, 2020, one of our preferred stock investments was called for redemption at its liquidationvalue, which was equal to our cost basis. There have been no open market purchases or sales of securities during the fiscal yearended September 30, 2020. During the fiscal year ended September 30, 2019, we did not sell or redeem any securities. We receivedproceeds of $ 2.6 million on sales or redemptions of securities available for sale during fiscal years 2018. We recorded the followingrealized Gain on Sale of Securities Transactions, net for the fiscal years ended September 30 ( in thousands ):

SCHEDULE OFGAIN (LOSS) ON SECURITIES TRANSACTIONS, NET

		2020				2019				2018
Gross realized gains		$	0			$	0			$	112
Gross realized losses			0				0				( 1	)
Gains on Sale of Securities Transactions, net		$	0			$	0			$	111

Werecognized dividend income from our portfolio of REIT investments for the fiscal years ended September 30, 2020, 2019 and 2018of $ 10.4 million, $ 15.1 million and $ 13.1 million, respectively. As of September 30, 2020, we had total net unrealized holdinglosses on our securities portfolio of $ 126.8 million. As a result of the adoption of ASU 2016-01, $ 77.4 million and $ 24.7 millionof the net unrealized holding losses have been reflected as Unrealized Holding Gains (Losses) Arising During the Periods in theaccompanying Consolidated Statements of Income (Loss) for the fiscal year ended September 30, 2020 and 2019, respectively. Theremaining $24.7 million of the net unrealized holding losses have been reflected as a reclass to beginning Undistributed Income(Loss).

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Wenormally hold REIT securities long-term and have the ability and intent to hold these securities to recovery. We have determinedthat none of our security holdings are other than temporarily impaired and therefore all unrealized gains and losses from thesesecurities have been recognized as Unrealized Holding Gains (Losses) Arising During the Periods in our Consolidated Statementsof Income (Loss). If we were to determine any of our securities to be other than temporarily impaired, we would present theseunrealized holding losses as an impairment charge in our Consolidated Statements of Income (Loss).

Thefollowing is a listing of our investments in securities at September 30, 2020 ( in thousands ):

SUMMARY OF INVESTMENTS IN DEBT AND EQUITY SECURITIES

Description		Series		Interest Rate/ Dividend				Number of Shares				Cost				Fair Value
Equity Securities - Preferred Stock:
CBL & Associates Properties, Inc.		D			7.375	%			400			$	7,967			$	304
Cedar Realty Trust, Inc.		B			7.25	%			6				136				109
iStar Inc.		D			8.00	%			10				232				253
iStar Inc.		I			7.50	%			60				1,301				1,452
Pennsylvania Real Estate Investment Trust		D			6.875	%			120				2,150				610
Pennsylvania Real Estate Investment Trust		B			7.375	%			120				2,216				606
UMH Properties, Inc. (1) (2)		B			8.00	%			100				2,500				2,526
Total Equity Securities - Preferred Stock												$	16,502			$	5,860

Description		Number of Shares				Cost				Fair Value
Equity Securities - Common Stock:
CBL & Associates Properties, Inc.			4,000			$	33,525			$	644
Diversified Healthcare Trust			1,100				17,871				3,872
Five Star Senior Living Inc.			75				290				378
Franklin Street Properties Corp.			1,000				8,478				3,660
Industrial Logistics Property Trust			700				13,789				15,309
Kimco Realty Corporation			1,700				27,937				19,142
Office Properties Income Trust			659				37,892				13,655
Pennsylvania Real Estate Investment Trust			1,800				13,443				997
Tanger Factory Outlet Centers, Inc.			600				12,300				3,618
VEREIT, Inc.			3,500				27,891				22,750
Washington Prime Group Inc.			1,500				11,860				971
UMH Properties, Inc. (1)			1,328				13,858				17,975
Total Equity Securities - Common Stock						$	219,134			$	102,971

Description		Interest Rate/ Dividend				Number of Shares				Cost				Fair Value
Modified Pass-Through Mortgage-Backed Securities:
Government National Mortgage Association (GNMA)			6.50	%			500			$	1			$	1
Total Securities Available for Sale										$	235,637			$	108,832

(1)

Investment is in a related company. See Note No. 11 for further discussion.

(2)

Subsequent to fiscal year end 2020, UMH redeemed all their 8.00 % Series B Cumulative Redeemable Preferred Stock at a cash redemption price of $ 25.00 per share, plus all accrued and unpaid dividends.

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Thefollowing is a listing of our investments in securities at September 30, 2019 ( in thousands ):

Description		Series		Interest Rate/ Dividend				Number of Shares				Cost				Fair Value
Equity Securities - Preferred Stock:
CBL & Associates Properties, Inc.		D			7.375	%			400			$	7,967			$	3,444
Cedar Realty Trust, Inc.		B			7.25	%			6				136				144
Dynex Capital, Inc.		A			8.50	%			10				250				256
iStar Inc.		D			8.00	%			10				232				261
iStar Inc.		I			7.50	%			60				1,301				1,547
Pennsylvania Real Estate Investment Trust		D			6.875	%			120				2,150				2,431
Pennsylvania Real Estate Investment Trust		B			7.375	%			120				2,216				2,484
UMH Properties, Inc. (1)(2)		B			8.00	%			100				2,500				2,600
Total Equity Securities - Preferred Stock												$	16,752			$	13,167

Description		Number of Shares				Cost				Fair Value
Equity Securities - Common Stock:
CBL & Associates Properties, Inc.			4,000			$	33,525			$	5,160
Franklin Street Properties Corp.			1,000				8,478				8,460
Industrial Logistics Property Trust			700				13,789				14,875
Kimco Realty Corporation			1,700				27,937				35,496
Office Properties Income Trust			659				37,892				20,192
Pennsylvania Real Estate Investment Trust			1,800				13,443				10,296
Senior Housing Property Trust			1,100				17,871				10,181
Tanger Factory Outlet Centers, Inc.			600				12,300				9,288
VEREIT, Inc.			3,500				27,891				34,230
Washington Prime Group Inc.			1,500				11,860				6,210
UMH Properties, Inc. (1)			1,257				12,935				17,693
Total Equity Securities - Common Stock						$	217,921			$	172,081

Description		Interest Rate/ Dividend				Number of Shares				Cost				Fair Value
Modified Pass-Through Mortgage-Backed Securities:
Government National Mortgage Association (GNMA)			6.50	%			500			$	2			$	2
Total Securities Available for Sale										$	234,675			$	185,250

(1)

Investment is in a related company. See Note No. 11 for further discussion.

(2)

Subsequent to fiscal year end 2020, UMH redeemed all their 8.00 % Series B Cumulative Redeemable Preferred Stock at a cash redemption price of $ 25.00 per share, plus all accrued and unpaid dividends.

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NOTE7- MORTGAGE NOTES AND LOANS PAYABLE

MortgageNotes Payable:

Asof September 30, 2020, we owned 119 properties, of which 62 carried Fixed Rate Mortgage Notes Payable with outstanding principalbalances totaling $ 807.4 million. Interest is payable on these mortgages at fixed rates ranging from 3.00 % to 6.875 %, with a weightedaverage interest rate of 3.98 %. This compares to a weighted average interest rate of 4.03 % as of September 30, 2019. As of September30, 2020, the weighted average loan maturity of the Mortgage Notes Payable was 11.1 years . This compares to a weighted averageloan maturity of the Mortgage Notes Payable of 11.3 years as of September 30, 2019.

Asdescribed in Note 3, during fiscal year ended September 30, 2020, we entered into five mortgages in connection with the acquisitionsof properties in the Indianapolis, IN; Columbus, OH; Greensboro, NC; Salt Lake City, UT and Oklahoma City, OK MSA’s. Thesefive mortgages consisted of one 10 year fully-amortizing mortgage loan, three 15 year fully-amortizing mortgage loans and one 18 year fully-amortizing mortgage loan. These five mortgage loans originally totaled $ 110.3 million, with an original weightedaverage mortgage loan maturity of 16.0 years with interest rates ranging from 3.00 % to 4.27 % resulting in a weighted average interestrate of 3.69 %.

Duringthe fiscal year ended September 30, 2020, we fully repaid two self-amortizing mortgage loans for our properties located in Augusta,GA and Huntsville, AL. These loans were at a weighted average interest rate of 5.52 %.

Duringthe fiscal year ended September 30, 2019, we fully repaid the mortgage loans for five of our properties located in Tampa, FL;Lebanon, TN; Hanahan, SC; Ft. Mill, SC and Denver, CO, totaling $ 12.5 million.

Thefollowing is a summary of our Fixed Rate Mortgage Notes Payable as of September 30, 2020 and 2019 ( in thousands ):

SUMMARYOF FIXED RATE MORTGAGE NOTES PAYABLE

		9/30/20								9/30/19
		Amount				Weighted Average Interest Rate (1)				Amount				Weighted Average Interest Rate (1)
Fixed Rate Mortgage Notes Payable		$	807,371				3.98	%		$	752,916				4.03	%
Debt Issuance Costs		$	12,377							$	11,733
Accumulated Amortization of Debt Issuance Costs			( 4,513	)							( 3,745	)
Unamortized Debt Issuance Costs		$	7,864							$	7,988
Fixed Rate Mortgage Notes Payable, net of Unamortized Debt Issuance Costs		$	799,507							$	744,928

(1)

Weighted average interest rate excludes amortization of debt issuance costs.

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Thefollowing is a summary of our mortgage notes payable by property at September 30, 2020 and 2019 ( in thousands ):

SUMMARYOF MORTGAGE NOTES PAYABLE

Property						Fixed Rate				Maturity Date		Balance 9/30/20				Balance 9/30/19
Augusta, GA (FDX Ground)			(1)				5.54	%		02/01/20		$	0			$	102
Huntsville, AL			(1)				5.50	%		04/01/20			0				140
Topeka, KS							6.50	%		08/10/21			288				584
Streetsboro, OH (Cleveland)							5.50	%		11/01/21			8,025				8,680
Kansas City, MO							5.18	%		12/01/21			6,273				6,457
Olive Branch, MS (Memphis, TN)(Anda Pharmaceuticals, Inc.)							4.80	%		04/01/22			6,259				6,927
Waco, TX							4.75	%		08/01/22			3,613				3,931
Houston, TX							6.88	%		09/10/22			1,102				1,643
Tolleson, AZ (Phoenix)							3.95	%		11/01/22			2,010				2,882
Edwardsville, KS (Kansas City)(International Paper)							3.45	%		11/01/23			7,627				8,421
Spring, TX (Houston)							4.01	%		12/01/23			6,623				7,287
Memphis, TN							4.50	%		01/01/24			3,304				4,202
Oklahoma City, OK (FDX Ground)							4.35	%		07/01/24			2,341				2,890
Indianapolis, IN							4.00	%		09/01/24			8,431				9,454
Frankfort, KY (Lexington)							4.84	%		12/15/24			14,611				15,672
Carrollton, TX (Dallas)							6.75	%		02/01/25			4,733				5,623
Altoona, PA			(2)				4.00	%		10/01/25			2,426				2,848
Green Bay, WI			(2)				4.00	%		10/01/25			1,971				2,311
Stewartville, MN (Rochester)			(2)				4.00	%		10/01/25			1,578				1,852
Carlstadt, NJ (New York, NY)							5.25	%		05/15/26			1,227				1,408
Roanoke, VA (FDX Ground)							3.84	%		07/01/26			3,395				3,905
Livonia, MI (Detroit)							4.45	%		12/01/26			4,973				5,649
Oklahoma City, OK (Amazon)							3.64	%		12/01/27			17,369				18,206
Olive Branch, MS (Memphis, TN) (Milwaukee Tool)							3.76	%		10/01/28			18,042				19,917
Tulsa, OK							4.58	%		11/01/28			1,413				1,552
Oklahoma City, OK (Bunzl)							4.13	%		07/01/29			4,692				5,124
Lindale, TX (Tyler)							4.57	%		11/01/29			4,827				5,242
Sauget, IL (St. Louis, MO)							4.40	%		11/01/29			7,322				7,956
Jacksonville, FL (FDX Ground)							3.93	%		12/01/29			13,854				15,072
Lancaster (Columbus), OH							3.47	%		01/01/30			9,091				0
Imperial, PA (Pittsburgh)							3.63	%		04/01/30			9,586				10,407
Monroe, OH (Cincinnati)			(3)				3.77	%		04/01/30			6,107				6,626
Monroe, OH (Cincinnati)			(3)				3.85	%		04/01/30			6,453				7,000
Greenwood, IN (Indianapolis) (Ulta)							3.91	%		06/01/30			17,346				18,780
Ft. Worth, TX (Dallas)							3.56	%		09/01/30			17,879				19,342
Concord, NC (Charlotte)							3.87	%		12/01/30			15,449				16,654
Covington, LA (New Orleans)							4.08	%		01/01/31			9,686				10,425
Burlington, WA (Seattle/Everett)							3.67	%		05/01/31			15,471				16,635
Louisville, KY							3.74	%		07/01/31			5,702				6,121
Colorado Springs, CO							3.90	%		07/01/31			14,571				15,632
Davenport, FL (Orlando)							3.89	%		09/01/31			20,788				22,274
Olathe, KS (Kansas City)							3.96	%		09/01/31			17,513				18,759
Hamburg, NY (Buffalo)							4.03	%		11/01/31			18,770				20,075
Ft. Myers, FL							3.97	%		01/01/32			11,707				12,510
Savannah, GA (Shaw)							3.53	%		02/01/32			28,324				30,304
Walker, MI (Grand Rapids)							3.86	%		05/01/32			17,219				18,365
Mesquite, TX (Dallas)							3.60	%		07/01/32			27,350				29,171
Aiken, SC (Augusta, GA)							4.20	%		07/01/32			12,861				13,683
Homestead, FL (Miami)							3.60	%		07/01/32			20,616				21,989
Mobile, AL							4.14	%		07/01/32			16,728				17,802
Concord, NC (Charlotte)							3.80	%		09/01/32			22,067				23,492
Kenton, OH							4.45	%		10/01/32			10,247				10,874
Stow, OH							4.17	%		10/01/32			10,809				11,484
Charleston, SC (FDX)							4.23	%		12/01/32			12,222				12,968
Daytona Beach, FL							4.25	%		05/31/33			17,219				18,224
Charleston, SC (FDX Ground)							3.82	%		09/01/33			26,794				28,356

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Property						Fixed Rate				Maturity Date		Balance 9/30/20				Balance 9/30/19
Braselton, GA (Atlanta)							4.02	%		10/01/33		$	35,856			$	37,898
Buckner, KY (Louisville)							4.17	%		11/01/33			13,796				14,566
Trenton, NJ							4.13	%		11/01/33			49,955				52,759
Savannah, GA (FDX Ground)							4.40	%		12/01/33			16,001				16,872
Lafayette, IN							4.25	%		08/01/34			16,101				16,932
Whitsett (Greensboro), NC							3.10	%		06/01/35			29,902				0
Ogden (Salt Lake City), UT							3.18	%		06/01/35			8,251				0
Oklahoma City, OK (Amazon)							3.00	%		10/01/35			9,750				0
Greenwood (Indianapolis), IN (Amazon II)							4.27	%		11/01/37			50,855				0
Total Mortgage Notes Payable												$	807,371			$	752,916

(1)

Loan was paid in full during fiscal 2020.

(2)

One self-amortizing loan is secured by Altoona, PA, Green Bay, WI and Stewartville (Rochester), MN.

(3)

Two self-amortizing loans secured by same property.

Principalon the foregoing debt at September 30, 2020 is scheduled to be paid as follows ( in thousands ):

SCHEDULEOF MATURITIES OF LONG-TERM DEBT

Year Ending September 30,			2021			$	60,742
			2022				83,150
			2023				62,095
			2024				75,378
			2025				69,611
			Thereafter				456,395
						$	807,371

LoansPayable:

BMOCapital Markets

The$ 75.0 million Loans Payable represents our unsecured term loan (the “Term Loan”). On November 15, 2019, we enteredinto a new line of credit facility (the “New Facility”) consisting of a $ 225.0 million unsecured line of credit facility(the “Revolver”) and a new $ 75.0 million Term Loan, resulting in the total potential availability under both the Revolverand the Term Loan of $ 300.0 million, which is an additional $ 100.0 million over the former line of credit facility. In addition,the Revolver includes an accordion feature that will allow the total potential availability under the New Facility to furtherincrease to $ 400.0 million, under certain conditions. The $ 225.0 million Revolver matures in January 2024 with two options toextend for additional six-month periods. Availability under the New Facility is limited to 60% of the value of the borrowing baseproperties. The value of the borrowing base properties is determined by applying a capitalization rate to the NOI generated byour unencumbered, wholly-owned industrial properties. Under the New Facility the capitalization rate applied to our NOI generatedby our unencumbered, wholly-owned industrial properties was lowered from 6.5% under the former line of credit facility to 6.25%,thus increasing the value of the borrowing base properties under the terms of the New Facility. In addition, the interest ratefor borrowings under the Revolver was lowered by a range of 5 basis points to 35 basis points, depending on our leverage ratio ,and will, at our election, either i) bear interest at LIBOR plus 135 basis points to 205 basis points , depending on our leverageratio, or ii) bear interest at Bank of Montreal’s (BMO) prime lending rate plus 35 basis points to 105 basis points , dependingon our leverage ratio. Currently, our borrowings bear interest under the Revolver at LIBOR plus 145 basis points , which resultsin an interest rate of 1.61 %. As of the fiscal yearend and currently, we do not have any amount drawn down under our Revolver,resulting in the full $225.0 million being currently available. The $75.0 million Term Loan matures January 2025 . The interestrate for borrowings under the Term Loan will at our election, either i) bear interest at LIBOR plus 130 basis points to 200 basispoints, depending on our leverage ratio, or ii) bear interest at BMO’s prime lending rate plus 30 basis points to 100 basispoints, depending on our leverage ratio. To reduce floating interest rate exposure under the Term Loan, we also entered into aninterest rate swap agreement to fix LIBOR on the entire $75.0 million for the full duration of the Term Loan resulting in an all-inrate of 2.92 %.

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MarginLoans

Fromtime to time we use a margin loan for purchasing securities, for temporary funding of acquisitions, and for working capital purposes.This loan is due on demand and is collateralized by our securities portfolio. We must maintain a coverage ratio of approximately 50 %. The interest rate charged on the margin loan is the bank’s margin rate and was 0.75 % and 2.50 % as of September 30,2020 and 2019, respectively, and is currently 0.75 %. At September 30, 2020 and 2019, there were no amounts drawn down under themargin loan.

Forthe three fiscal years ended September 30, 2020, 2019 and 2018, amortization of financing costs included in interest expense was$ 1.4 million, $ 1.3 million and $ 1.2 million, respectively.

NOTE8 - OTHER LIABILITIES

Otherliabilities consist of the following as of September 30 ( in thousands ):

SCHEDULEOF OTHER LIABILITIES

		9/30/20				9/30/19
Rent paid in advance		$	10,167			$	9,343
Unearned reimbursement revenue			6,208				5,385
Interest Rate Swap, Market Value			4,368				0
Tenant security deposits			1,326				691
Deferred Straight Line Rent			972				1,340
Other			632				648
Total		$	23,673			$	17,407

NOTE9 - STOCK COMPENSATION PLAN

Atour Annual Meeting held on May 18, 2017, our common shareholders approved our Amended and Restated 2007 Incentive Award Plan (thePlan) which extended the term of our 2007 Incentive Award Plan for an additional 10 years, until March 13, 2027, added 1.6 millionshares of common stock to the share reserve, expanded the types of awards available for grant under the Plan and made other improvementsto the 2007 Plan.

TheCompensation Committee, in its capacity as Plan Administrator, shall determine, among other things: the recipients of awards;the type and number of awards participants will receive; the terms, conditions and forms of the awards; the times and conditionssubject to which awards may be exercised or become vested, deliverable or exercisable, or as to which any restrictions may applyor lapse; and may amend or modify the terms and conditions of an award, except that repricing of options or Stock AppreciationRights (SAR) is not permitted without shareholder approval.

Noparticipant may receive awards during any calendar year covering more than 200,000 shares of common stock or more than $1.5 millionin cash . Regular annual awards granted to non-employee directors as compensation for services as non-employee directors duringany fiscal year may not exceed $ 100,000 in value on the date of grant, and the grant date value of any special or one-time awardupon election or appointment to the Board of Directors may not exceed $ 200,000 .

Awardsgranted pursuant to the Plan generally may not vest until the first anniversary of the date the award was granted, provided, however,that up to 5 % of the Common Shares available under the Plan may be awarded to any one or more Eligible Individuals without theminimum vesting period.

Ifan award made under the Plan is forfeited, expires or is converted into shares of another entity in connection with a recapitalization,reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares or other similar event, or the awardis settled in cash, the shares associated with the forfeited, expired, converted or settled award will become available for additionalawards under the Plan.

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Theterm of any stock option or SAR generally may not be more than 10 years from the date of grant. The exercise price per commonshare under the Plan generally may not be below 100 % of the fair market value of a common share at the date of grant.

Weaccount for our stock options and restricted stock in accordance with ASC 718-10, Compensation-Stock Compensation. ASC 718-10requires that compensation cost for all stock awards be calculated and amortized over the service period (generally equal to thevesting period).

StockOptions

Duringfiscal 2020, one employee was granted options to purchase 65,000 shares. During fiscal 2019, thirteen employees were granted optionsto purchase 450,000 shares. During fiscal 2018, one employee was granted options to purchase 65,000 shares. The fair value ofthese options that were issued during the fiscal years 2020, 2019 and 2018 was $ 81,000 , $ 528,000 , and $ 120,000 . The value of theseoptions was determined based on the assumptions below and is being amortized over a one-year vesting period. For the fiscal yearsended September 30, 2020, 2019 and 2018, amounts charged to compensation expense related to stock options totaled $ 154,000 , $ 464,000 and $ 168,000 , respectively. The remaining unamortized stock option expense was $ 20,000 as of September 30, 2020 which will beexpensed in fiscal 2021.

Thefair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the followingweighted average assumptions used for grants in fiscal 2020, 2019 and 2018:

SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS

		2020				2019				2018
Dividend yield			4.67 %				5.03 %				3.82 %
Expected volatility			18.40 %				17.17 %				16.45 %
Risk-free interest rate			1.76 %				2.88 %				2.37 %
Expected lives (years)			8				8				8
Estimated forfeitures			0				0				0

Asummary of the status of our stock option plan as of September 30, 2020, 2019 and 2018 is as follows ( shares in thousands ):

SUMMARY OF STATUS OF COMPANY'S STOCK OPTION PLAN

						2020								2019								2018
		2020 Shares				Weighted Average Exercise Price				2019 Shares				Weighted Average Exercise Price				2018 Shares				Weighted Average Exercise Price
Outstanding at beginning of year			1,080			$	12.95				695			$	12.17				670			$	11.75
Granted			65				14.55				450				13.53				65				17.80
Exercised			( 95	)			10.69				( 65	)			8.72				( 40	)			14.24
Expired/Forfeited			( 100	)			13.97				0				0				0				0
Outstanding at end of year			950				13.17				1,080				12.95				695				12.17
Exercisable at end of year			885								630								630
Weighted average fair value of options granted during the year						$	1.24							$	1.17							$	1.84

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Thefollowing is a summary of stock options outstanding as of September 30, 2020:

SUMMARY OF STOCK OPTION OUTSTANDING

Date of Grant		Number of Grants				Number of Shares ( in thousands )				Option Price				Expiration Date
01/03/13			1				65			$	10.46			01/03/21
01/03/14			1				65			$	8.94			01/03/22
01/05/15			1				65			$	11.16			01/05/23
01/05/16			1				65			$	10.37			01/05/24
12/09/16			6				120			$	14.24			12/09/24
01/04/17			1				65			$	15.04			01/04/25
01/03/18			1				65			$	17.80			01/03/26
12/10/18			10				310			$	13.64			12/10/26
01/10/19			1				65			$	12.86			01/10/27
01/13/20			1				65			$	14.55			01/13/28
							950

Theaggregate intrinsic value of options outstanding as of September 30, 2020, 2019 and 2018 was $ 1.1 million, $ 1.8 million and $ 3.2 million, respectively. The intrinsic value of options exercised in fiscal years 2020, 2019 and 2018 was $ 381,000 , $ 267,000 , and$ 141,000 , respectively. The weighted average remaining contractual term of the above options was 4.5 , 5.1 and 4.3 years as ofSeptember 30, 2020, 2019 and 2018, respectively.

UnrestrictedStock

EffectiveSeptember 12, 2017, a portion of our quarterly directors’ fee was paid with our unrestricted common stock. During fiscal2020, 5,000 unrestricted shares of common stock were granted with a weighted average fair value on the grant date of $ 13.44 pershare. During fiscal 2019, 5,000 unrestricted shares of common stock were granted with a weighted average fair value on the grantdate of $ 13.58 per share. During fiscal 2018, 4,000 unrestricted shares of common stock were granted with a weighted average fairvalue on the grant date of $ 16.10 per share.

RestrictedStock

Duringfiscal 2020, there were no shares of restricted stock awarded under our Plan. During fiscal 2019, we awarded 25,000 shares ofrestricted stock to one participant under our Plan. During fiscal 2018, we awarded 12,500 shares of restricted stock to one participant under our Plan. The grant date fair value of restricted stock grants awarded to participants was $ 0 , $ 386,000 and $ 206,000 infiscal 2020, 2019 and 2018, respectively. These grants vest in equal installments over five years . As of September 30, 2020, thereremained a total of $ 381,000 of unrecognized restricted stock compensation related to outstanding non-vested restricted stockgrants awarded under the Plan and outstanding at that date. Restricted stock compensation is expected to be expensed over a remainingweighted average period of 2.7 years. For the fiscal years ended September 30, 2020, 2019 and 2018, amounts charged to compensationexpense related to restricted stock grants totaled $ 235,000 , $ 258,000 and $ 207,000 , respectively.

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Asummary of the status of our non-vested restricted stock awards as of September 30, 2020, 2019 and 2018 are presented below ( sharesin thousands ):

SUMMARY OF NONVESTED RESTRICTED STOCK AWARDS

						2020								2019								2018
		2020 Shares				Weighted Average Grant Date Fair Value				2019 Shares				Weighted Average Grant Date Fair Value				2018 Shares				Weighted Average Grant Date Fair Value
Non-vested at beginning of year			77			$	13.94				78			$	13.18				90			$	12.15
Granted			0				0				25				15.45				13				16.47
Dividend Reinvested Shares			4				12.89				5				13.11				4				15.42
Vested			( 35	)			( 14.37	)			( 31	)			( 14.33	)			( 29	)			( 16.99	)
Forfeited			0				0				0				0				0				0
Non-vested at end of year			46			$	15.02				77			$	13.94				78			$	13.18

Asof September 30, 2020, there were 1.2 million shares available for grant under the Plan.

NOTE10 - INCOME FROM LEASES

Wederive income primarily from operating leases on our commercial properties. At September 30, 2020, we held investments in 119 properties totaling 23.4 million square feet with an overall occupancy rate of 99.4 % .In general, these leases are written for periods up to 10 years or more with various provisions for renewal. These leases generally contain clauses for reimbursement (or directpayment) of real estate taxes, maintenance, insurance and certain other operating expenses of the properties. As of September30, 2020, we had a weighted average lease maturity of 7.1years and our average annualized rent per occupied square foot was $ 6.36 .Approximate minimum base rents due under non-cancellable leases as of September 30, 2020 are scheduled as follows ( inthousands ):

SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES

Fiscal Year		Amount
2021		$	144,172
2022			139,133
2023			133,704
2024			122,118
2025			110,767
thereafter			484,620
Total		$	1,134,514

NOTE11 - RELATED PARTY TRANSACTIONS

Fourof our 13 directors are also directors and shareholders of UMH. As of September 30, 2020 we held common and preferred stock ofUMH in our securities portfolio. See Note 6 for current holdings. During fiscal 2020, we made total purchases of 71,000 commonshares of UMH for a total cost of $ 923,000 , or a weighted average cost of $ 13.02 per share, which were purchased through UMH’sDividend Reinvestment and Stock Purchase Plan. We owned a total of 1.3 million shares of UMH’s common stock as of September30, 2020 at a total cost of $ 13.9 million and a fair value of $ 18.0 million representing 3.2 % of the outstanding common sharesof UMH. In addition, as of September 30, 2020, we owned 100,000 shares of UMH’s 8.00 % Series B Cumulative Redeemable PreferredStock at a total cost of $ 2.5 million with a fair value of $ 2.5 million. Subsequent to fiscal yearend 2020, UMH redeemed all their 8.00 % Series B Cumulative Redeemable Preferred Stock at a cash redemption price of $ 25.00 per share, plus all accrued and unpaiddividends. The total unrealized gain on our investment in UMH’s common and preferred stock as of September 30, 2020 was$ 4.1 million. During fiscal 2020, UMH made total purchases of 100,000 of our common shares through our DRIP for a total cost of$ 1.3 million, or a weighted average cost of $ 12.76 per share.

Asof September 30, 2020, we had 14 full-time employees. Our Chairman of the Board is also the Chairman of the Board of UMH. Otherthan our Chairman of the Board, we do not share any employees with UMH.

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NOTE12 - TAXES

IncomeTax

Wehave elected to be taxed as a REIT under the applicable provisions of the Code under Sections 856 to 860 and the comparable NewJersey Statutes. Under such provisions, we will not be taxed on that portion of our taxable income distributed currently to shareholders,provided that at least 90 % of our taxable income is distributed. As we have and intend to continue to distribute all of our income,currently no provision has been made for income taxes. If we fail to qualify as a REIT in any taxable year, we will be subjectto federal income taxes at regular corporate rates and may not be able to qualify as a REIT for four subsequent taxable years.Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and property, andto federal income and excise taxes on our undistributed taxable income. In addition, taxable income from non-REIT activities managedthrough taxable REIT subsidiaries is subject to federal, state, and local income taxes.

FederalExcise Tax

Wedo not have a Federal excise tax liability for the calendar years 2020, 2019 and 2018, since we intend to or have distributedall of our annual Federal taxable net income.

ReconciliationBetween U.S. GAAP Net Income and Taxable Income

Thefollowing table reconciles Net Income (Loss) Attributable to common shares to taxable income for the years ended September 30,2020, 2019 and 2018 ( in thousands ):

SCHEDULE OF NET INCOME AND TAXABLE INCOME

		2020 Estimated (unaudited)				2019 Actual				2018 Actual
Net Income (Loss) Attributable to Common Shareholders		$	( 48,617	)		$	11,026			$	38,815
Book / tax difference on gains realized from capital transactions			0				0				( 7,596	)
Stock compensation expense			452				784				434
Unrealized Holding (Gain)/Loss Arising During the Period			77,381				24,680				0
Other book / tax differences, net			228				526				( 1,039	)
Taxable income before adjustments			29,444				37,016				30,614
Add: Capital gains (losses)			( 5,000	)			( 4,967	)			7,996
Estimated taxable income subject to 90% dividend requirement		$	24,444			$	32,049			$	38,610

ReconciliationBetween Cash Dividends Paid and Dividends Paid Deduction

Thefollowing table reconciles cash dividends paid with the dividends paid deduction for the years ended September 30, 2020, 2019and 2018 ( in thousands ):

SCHEDULE OF CASH DIVIDENDS PAID AND DIVIDENDS PAID DEDUCTION

		2020 Estimated (unaudited)				2019 Actual				2018 Actual
Cash dividends paid		$	66,438			$	63,742			$	53,586
Less: Portion designated capital gains distribution			5,000				4,967				( 7,996	)
Less: Return of capital			( 41,360	)			( 56,373	)			( 14,976	)
Estimated dividends paid deduction		$	30,078			$	12,336			$	30,614

NOTE13 - SHAREHOLDERS’ EQUITY

Ourauthorized stock as of September 30, 2020 consisted of 200 .0 million shares of common stock, of which 98.1 million shares wereissued and outstanding, 21.9 million authorized shares of 6.125% Series C Preferred Stock, of which 18.9 million shares were issuedand outstanding, and 200.0 million authorized shares of Excess Stock, $ 0.01 par value per share, of which none were issued oroutstanding.

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CommonStock

Wehave implemented a Dividend Reinvestment and Stock Purchase Plan (the DRIP) effective December 15, 1987. Under the terms of theDRIP, as subsequently amended, shareholders who participate may reinvest all or part of their dividends in additional shares ata discounted price (approximately 95 % of market value) directly from us, from authorized but unissued shares of our common stock.Shareholders may also purchase additional shares through the DRIP by making optional cash payments monthly.

Amountsreceived in connection with the DRIP and shares issued in connection with the DRIP for the fiscal years ended September 30, 2020,2019 and 2018 were as follows:

SCHEDULEOF SHARES ISSUED IN CONNECTION WITH DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

		2020				2019				2018
Amounts received (1)		$	26,411			$	73,965			$	90,029
Less: Dividend reinvestments			7,596				16,886				12,928
Amounts received, net		$	18,815			$	57,079			$	77,101
Number of Shares Issued			1,956				5,601				5,816

(1)

Optional cash payments must be not less than $ 500 per payment nor more than $ 1,000 unless a request for a waiver has been accepted by us. We have not granted any waivers since March 2020.

Thefollowing cash distributions were paid to common shareholders during the years ended September 30, 2020, 2019 and 2018 ( inthousands ):

SUMMARYOF CASH DISTRIBUTIONS TO COMMON SHAREHOLDERS

		2020								2019								2018
Quarter Ended		Amount				Per Share				Amount				Per Share				Amount				Per Share
December 31		$	16,486			$	0.17			$	15,570			$	0.17			$	13,017			$	0.17
March 31			16,654				0.17				15,825				0.17				13,303				0.17
June 30			16,641				0.17				16,064				0.17				13,523				0.17
September 30			16,657				0.17				16,283				0.17				13,743				0.17
		$	66,438			$	0.68			$	63,742			$	0.68			$	53,586			$	0.68

OnOctober 1, 2015, our Board of Directors approved a 6.7 % increase in our quarterly common stock dividend, raising it to $ 0.16 pershare from $ 0.15 per share. This represented an annualized dividend rate of $ 0.64 per share. On October 2, 2017, our Board ofDirectors approved a 6.3 % increase in our quarterly common stock dividend, raising it to $ 0.17 per share from $ 0.16 per share.This represents an annualized dividend rate of $ 0.68 per share. These two dividend raises represent a total increase of 13 %. Wehave maintained or increased our common stock cash dividend for 29 consecutive years. On October 1, 2020, our Board of Directorsapproved a cash dividend of $ 0.17 per share, to be paid on December 15, 2020 , to shareholders of record at the close of businesson November 16, 2020 . This represents an annualized dividend rate of $ 0.68 per share.

InOctober 2018, we completed a public offering of 9.2 million shares of our common stock (including the underwriters’ optionto purchase 1.2 million additional shares) at a price of $ 15.00 per share, before underwriting discounts. This was our first commonstock offering since 2014 and represented an 11.3 % increase in our outstanding common shares. We received net proceeds from theoffering, after deducting underwriting discounts and all other transaction costs, of $ 132.3 million.

OnFebruary 6, 2020, we entered into an Equity Distribution Agreement (Common Stock ATM Program) with BMO Capital Markets Corp.,B. Riley Securities, Inc. (formerly B. Riley FBR, Inc.), D.A. Davidson & Co., Janney Montgomery Scott LLC, J.P. Morgan Securities LLC and RBC Capital Markets,LLC (together the “Distribution Agents”) under which we may offer and sell shares of our common stock, $ 0.01 par valueper share, having an aggregate sales price of up to $ 150.0 million from time to time through the Distribution Agents. Sales ofthe shares of Common Stock under the Agreement, if any, will be in “at the market offerings.” We implemented the CommonStock ATM program for the flexibility that it provides to opportunistically access the capital markets and to best time our equitycapital needs as we close on acquisitions. To date, we have not raised any equity though our Common Stock Equity Program.

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PreferredStock

6.125%Series C Cumulative Redeemable Preferred Stock

OnSeptember 13, 2016, we issued 5.4 million shares of 6.125 % Series C Cumulative Redeemable Preferred Stock, $ 0.01 par value pershare (6.125% Series C Preferred Stock), at an offering price of $ 25.00 per share in an underwritten public offering. We receivednet proceeds from the offering, after deducting the underwriting discount and other estimated offering expenses, of $ 130.5 million.On September 15, 2016, we used $ 45.0 million of such net proceeds from the offering to reduce the amounts outstanding under ourFacility and on October 14, 2016, and as discussed above, we used $ 53.5 million of such net proceeds from the offering to redeemall of the 2.1 million issued and outstanding shares of our 7.625 % Series A Preferred Stock. In addition, on October 14, 2016,we used $ 499,000 of such net proceeds from the offering to pay all dividends, accrued and unpaid, up to and including the redemptiondate of the 7.625 % Series A Preferred Stock.

OnMarch 9, 2017, we issued an additional 3.0 million shares of our 6.125 % Series C Preferred Stock, liquidation preference of $ 25.00 per share, at a public offering price of $ 24.50 per share, for gross proceeds of $ 73.5 million before deducting the underwritingdiscount and offering expenses. Net proceeds from the offering, after deducting underwriting discounts and other offering expenseswere $ 71.0 million. As discussed above, we used the net proceeds from this offering to redeem all of the outstanding shares ofour 7.875 % Series B Preferred Stock.

OnJune 29, 2017, we entered into a Preferred Stock At-The-Market Sales Agreement Program with B. Riley Securities, Inc. (formerlyB. Riley FBR, Inc. or B. Riley & Co., LLC or FBR Capital Markets & Co.), that provided for the offer and sale of sharesof our 6.125 % Series C Preferred Stock, having an aggregate sales price of up to $ 100.0 million. On August 2, 2018, we replacedthis program with a new Preferred Stock At-The-Market Sales Agreement Program that provides for the offer and sale from time totime of $ 125.0 million of our 6.125 % Series C Preferred Stock, representing an additional $ 96.5 million, with $ 28.5 million beingcarried over from the Preferred Stock At-The-Market Sales Agreement Program entered into on June 29, 2017. On December 4, 2019,we replaced the Preferred Stock At-The-Market Sales Agreement Program entered into on August 2, 2018 with another new PreferredStock At-The-Market Sales Agreement Program (Preferred Stock ATM Program) that provides for the offer and sale from time to timeof $ 125.0 million of our 6.125 % Series C Preferred Stock, representing an additional $ 101.0 million, with $ 24.0 million beingcarried over from the Preferred Stock At-The-Market Sales Agreement Program entered into on August 2, 2018. Sales of shares ofour 6.125% Series C Preferred Stock under the Preferred Stock ATM Program are in “at the market offerings” as definedin Rule 415 under the Securities Act, including, without limitation, sales made directly on or through the NYSE, or on any otherexisting trading market for the 6.125% Series C Preferred Stock, or to or through a market maker, or any other method permittedby law, including, without limitation, negotiated transactions and block trades. We began selling shares through these programson July 3, 2017. Since inception through September 30, 2020, we sold 10.5 million shares under these programs at a weighted averageprice of $ 24.92 per share, and generated net proceeds, after offering expenses, of $ 256.4 million, of which 5.0 million shareswere sold during the fiscal year ended September 30, 2020 at a weighted average price of $ 25.04 per share, and generated net proceeds,after offering expenses, of $ 122.4 million. As of September 30, 2020, there was $ 36.3 million remaining that may be sold underthe Preferred Stock ATM Program.

Asof September 30, 2020, 18.9 million shares of the 6.125 % Series C Preferred Stock were issued and outstanding.

Subsequentto September 30, 2020, through November 23, 2020, we sold 1.4 million shares of our 6.125 % Series C Preferred Stock under ourPreferred Stock ATM Program at a weighted average price of $ 24.92 per share, and realized net proceeds, after offering expenses,of $ 35.0 million.

Wehave been and we intend to continue to use the proceeds raised through the Preferred Stock ATM Program to purchase propertiesand fund expansions of our existing properties in the ordinary course of business and for general corporate purposes.

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OurBoard of Directors has authorized and we have paid the following dividends on our 6.125% Series C Preferred Stock for the fiscalyears ended September 30, 2020, 2019 and 2018 (in thousands except per share amounts):

SCHEDULEOF DIVIDEND DECLARED AND PAID ON SERIES C PREFERRED STOCK

Declaration Date		Record Date		Payment Date		Dividend				Dividen d per Share
10/1/19		11/15/19		12/16/19		$	5,873			$	0.3828125
1/16/20		2/18/20		3/16/20			6,572				0.3828125
4/1/20		5/15/20		6/15/20			6,583				0.3828125
7/1/20		8/17/20		9/15/20			6,811				0.3828125
						$	25,839			$	1.53125

Declaration Date		Record Date		Payment Date		Dividend				Dividend per Share
10/1/18		11/15/18		12/17/18		$	4,415			$	0.3828125
1/16/19		2/15/19		3/15/19			4,424				0.3828125
4/2/19		5/15/19		6/17/19			4,681				0.3828125
7/1/19		8/15/19		9/16/19			4,945				0.3828125
						$	18,465			$	1.53125

Declaration Date		Record Date		Payment Date		Dividend				Dividend per Share
10/2/17		11/15/17		12/15/17		$	4,081			$	0.3828125
1/16/18		2/15/18		3/15/18			4,221				0.3828125
4/2/18		5/15/18		6/15/18			4,248				0.3828125
7/2/18		8/15/18		9/17/18			4,327				0.3828125
						$	16,877			$	1.53125

Theannual dividend of the 6.125% Series C Preferred Stock is $ 1.53125 per share, or 6.125% of the $25.00 per share liquidation valueand is payable quarterly in arrears on March 15, June 15, September 15, and December 15. The 6.125% Series C Preferred Stock hasno maturity and will remain outstanding indefinitely unless redeemed or otherwise repurchased. Except in limited circumstancesrelating to our qualification as a REIT, and as described below, the 6.125% Series C Preferred Stock is not redeemable prior toSeptember 15, 2021. On and after September 15, 2021, at any time and, from time to time, the 6.125 % Series C Preferred Stock willbe redeemable in whole, or in part, at our option, at a cash redemption price of $ 25.00 per share, plus all accrued and unpaiddividends (whether or not declared) to the date of redemption.

Uponthe occurrence of a Delisting Event, as defined in the Articles Supplementary (Series C Articles Supplementary) classifying anddesignating the 6.125% Series C Preferred Stock, we may, at our option and subject to certain conditions, redeem the 6.125% SeriesC Preferred Stock, in whole or in part, within 90 days after the Delisting Event, for a cash redemption price per share of 6.125%Series C Preferred Stock equal to $25.00 plus any accumulated and unpaid dividends thereon (whether or not declared), to, butnot including, the redemption date .

Uponthe occurrence of a Change of Control, as defined in the Series C Articles Supplementary, we may, at our option and subject tocertain conditions, redeem the 6.125% Series C Preferred Stock, in whole or in part, within 120 days after the first date on whichsuch Change of Control occurred, for a cash redemption price per share of 6.125% Series C Preferred Stock equal to $25.00 plusany accumulated and unpaid dividends thereon (whether or not declared) to, but not including, the redemption date .

OnOctober 1, 2020, our Board of Directors declared a quarterly dividend for the period September 1, 2020 through November 30, 2020,of $ 0.3828125 per share to be paid December 15, 2020 to shareholders of record as of the close of business on November 16, 2020.

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Repurchaseof Common Stock

OnJanuary 16, 2019, our Board of Directors authorized a $ 40.0 million increase to our previously announced $10.0 million CommonStock Repurchase Program (the “Program”), bringing the total available under the Program to $ 50.0 million. The timing,manner, price and amount of any repurchase will be determined by us at our discretion and will be subject to economic and marketconditions, stock price, applicable legal requirements and other factors. The Program does not have a termination date and maybe suspended or discontinued at our discretion without prior notice. On January 16, 2020, our Board of Directors reaffirmed theProgram that authorizes us to purchase up to $50.0 million of shares of our common stock. Under the Program, during March andApril of fiscal 2020, we repurchased 400,000 shares of our common stock for $4.3 million at an average price of $10.69 per share.These are the only repurchases made under the Program to date and we may elect not to repurchase any additional common stock inthe future. The remaining maximum dollar value that may be purchased under the Repurchase Program as of September 30, 2020 is$ 45.7 million.

NOTE14 - FAIR VALUE MEASUREMENTS

Wefollow ASC 825, Financial Instruments, for financial assets and liabilities recognized at fair value on a recurring basis. Wemeasure certain financial assets and liabilities at fair value on a recurring basis, including securities available for sale andan interest rate swap agreement. Our financial assets consist mainly of marketable REIT securities. The fair value of thesecertain financ ial assets was determined using the following inputs atSeptember 30, 2020 and 2019 ( in thousands ) :

SUMMARYOF FAIR VALUE OF FINANCIAL ASSETS

		Fair Value Measurements at Reporting Date Using
		Total				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
September 30, 2020:
Securities available for sale		$	108,832			$	108,832			$	0			$	0
Interest Rate Swap			( 4,368	)			0				( 4,368	)			0
Total		$	104,464			$	108,832			$	( 4,368	)		$	0
September 30, 2019:
Securities available for sale		$	185,250			$	185,250			$	0			$	0

Inaddition to our investments in Securities Available for Sale at Fair Value and our interest rate swap agreement, we are requiredto disclose certain information about fair values of our other financial instruments. Estimates of fair value are made at a specificpoint in time based upon, where available, relevant market prices and information about the financial instrument. Such estimatesdo not include any premium or discount that could result from offering for sale at one time our entire holdings of a particularfinancial instrument. For a portion of our other financial instruments, no quoted market value exists. Therefore, estimates offair value are necessarily based on a number of significant assumptions (many of which involve events outside of our control).Such assumptions include assessments of current economic conditions, perceived risks associated with these financial instrumentsand their counterparties; future expected loss experience and other factors. Given the uncertainties surrounding these assumptions,the reported fair values represent estimates only, and therefore cannot be compared to the historical accounting model. The useof different assumptions or methodologies is likely to result in significantly different fair value estimates.

Thefair value of Cash and Cash Equivalents approximates their current carrying amounts since all such items are short-term in nature.The fair value of variable rate Loans Payable approximates their current carrying amounts since such amounts payable are at approximatelya weighted average current market rate of interest. The estimated fair value of fixed rate mortgage notes payable is based ondiscounting the future cash flows at a year-end risk adjusted borrowing rate currently available to us for issuance of debt withsimilar terms and remaining maturities. These fair value measurements fall within level 2 of the fair value hierarchy. At September30, 2020, the fixed rate Mortgage Notes Payable fair value (estimated based upon expected cash outflows discounted at currentmarket rates) amounted to $ 861.5 million and the carrying value amounted to $ 807.4 million. When we acquired a property,we allocate purchase price based upon relative fair value of all the assets and liabilities, including intangible assets and liabilities,relating to the properties acquired lease (See Note 3). Those fair value measurements were estimated based on independent third-partyappraisals and fell within level 3 of the fair value hierarchy.

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NOTE15 - CASH FLOW

Duringfiscal years 2020, 2019 and 2018, we paid cash for interest of $ 35.0 million, $ 35.9 million and $ 31.3 million, respectively.

Duringfiscal years 2020, 2019 and 2018, we had $ 7.6 million, $ 16.9 million and $ 12.9 million, respectively, of dividends which werereinvested that required no cash transfers.

NOTE16 – CONTINGENCIES, COMMITMENTS AND LEGAL MATTERS

Fromtime to time, we can be subject to claims and litigation in the ordinary course of business. We do not believe that any such claimor litigation will have a material adverse effect on our consolidated balance sheet or results of operations.

Wehave entered into agreements to purchase six, new build-to-suit, industrial buildings that are currently being developed in Alabama(2), Georgia, Ohio, Tennessee and Vermont, totaling 2.4 million square feet. These future acquisitionshave net-leased terms ranging from 10 to 20 years with a weighted average lease term of 15.3 years . The total purchase price forthese six properties is $ 338.4 million. Four of these six properties,consisting of an aggregate of 1.2 million square feet, or 50 %of the total leasable area, are leased to FedEx Ground Package System, Inc. All six properties are leased to companies, or subsidiariesof companies, that are considered Investment Grade by S&P Global Ratings ( www.standardandpoors.com ) and by Moody’s( www.moodys.com ). Subject to satisfactory due diligence and other customary closing conditions and requirements, we anticipateclosing five of these transactions during fiscal 2021 and one during fiscal 2022. In connection with three of these six properties,we have entered into commitments to obtain three separate fully-amortizing mortgage loans totaling $ 139.5 million with fixed interest rates rangingfrom 2.62 %to 3.25 %with a weighted average fixed interest rate of 2.99 %. The three loans have terms ranging from 15 to 17 years with a weighted average term of 15.8 years.

Wenow have several FedEx Ground parking expansion projects in progress with more under discussion. Currently there are six parkingexpansion projects underway and one parking expansion project recently completed subsequent to the fiscal yearend on November5, 2020. These six projects plus the recently completed project are expected to cost approximately $ 20.1 million. These parkingexpansion projects will enable us to capture additional rent while lengthening the terms of these leases. We are also in discussionsto expand the parking at ten additional locations bringing the total potential parking lot expansion projects to 17 currently.The parking expansion project that was completed on November 5, 2020 was at our property located in Olathe (Kansas City), KS fora total project cost of $ 3.4 million. The expansion resulted in a $ 349,000 increase in annualized rent effective November 5, 2020increasing the annualized rent from $ 2,210,000 to $ 2,559,000 .

Ourheadquarters is located within the Bell Works complex in Holmdel, NJ and comprises 13,000 square feet of office space and is leasedfor 10.3 years through December 2029 with two, five-year extension options at fair market rent, as defined in the leaseagreement. Initial annual rent when the lease commenced in September 2019 was at a rate of $ 410,000 or $ 31.00 per square foot, with 2 %annual escalations. The base rent includes our proportionate share of real estate taxes and common area maintenance and we areresponsible for increases in real estate taxes and common area maintenance above our 2019 base year actual amounts. In addition,we received four months of free rent and a tenant improvement allowance of $ 48.00 per square foot.

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NOTE17 – SUBSEQUENT EVENTS

Materialsubsequent events have been evaluated and are disclosed herein.

EffectiveOctober 1, 2020, we entered into a lease termination agreement with RGH Enterprises, Inc. (Cardinal Health) for our 75,000 squarefoot facility located in Halfmoon (Albany), NY whereby we received a termination fee in the amount of $ 377,000 representing approximately 50 % of the then remaining rent due under the lease, which was to expire in 1.2 years on November 30, 2021. We simultaneously enteredinto 10.4 year lease agreement with United Parcel Service, Inc. (UPS) which became effective November 1, 2020. The lease agreementwith UPS provides for five months of free rent, after which, on April 1, 2021, initial annual rent of $ 510,000 , representing $ 6.80per square foot , will commence, with 2.0 % annual increases thereafter, resulting in a straight-line annualized rent of $ 541,000 ,representing $ 7.21 per square foot over the life of the lease, which expires March 31, 2031 . This compares to the former U.S GAAPstraight-line rent of $7.65 per square foot and former cash rent of $8.19 per square foot, resulting in a decrease of 5.8% ona U.S GAAP straight-line basis and a decrease of 17.0% on a cash basis . The new 10.4 year lease agreement with UPS provides foran additional 9.3 years of lease term versus the old lease with Cardinal Health.

Asdiscussed in Note 16, we completed a parking expansion project on November 5, 2020 at our property located in Olathe (Kansas City),KS for a total project cost of $ 3.4 million. The expansion resulted in a $ 349,000 increase in annualized rent effective November 5,2020 increasing the annualized rent from $ 2,210,000 to $ 2,559,000 .

Subsequentto September 30, 2020, through November 23, 2020, we sold 1.4 million shares of our 6.125 % Series C Preferred Stock under ourPreferred Stock ATM Program at a weighted average price of $ 24.92 per share, and realized net proceeds, after offering expenses,of $ 35.0 million.

OnOctober 1, 2020, our Board of Directors declared a dividend of $ 0.17 per share to be paid December 15, 2020 to common shareholdersof record as of the close of business on November 16, 2020 .

OnOctober 1, 2020, our Board of Directors declared a dividend of $ 0.3828125 per share to be paid December 15, 2020 to the 6.125 %Series C Preferred shareholders of record as of the close of business on November 16, 2020 .

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NOTE18 – SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

Thefollowing is the Unaudited Selected Quarterly Financial Data:

SELECTEDQUARTERLY FINANCIAL DATA (UNAUDITED)

THREEMONTHS ENDED ( in thousands )

SCHEDULE OF SELECTED QUARTERLY FINANCIAL DATA

FISCAL 2020		12/31/19				3/31/20				6/30/20				9/30/20
Rental and Reimbursement Revenue		$	41,700			$	41,707			$	41,775			$	42,635
Total Expenses			22,469				21,301				21,295				21,584
Unrealized Holding Gains (Losses) Arising During the Periods (1)			( 3,635	)			( 83,075	)			19,610				( 10,280	)
Other Income (Expense) (1)			( 9,606	)			( 88,721	)			12,979				( 17,963	)
Net Income (Loss) (1)			9,625				( 68,314	)			33,458				3,088
Net Income (Loss) per diluted share (1)		$	0.10			$	( 0.70	)		$	0.34			$	0.03
Net Income (Loss) Attributable to Common Shareholders (1)			3,528				( 75,078	)			26,850				( 3,917	)
Net Income (Loss) Attributable to Common Shareholders per diluted share (1)		$	0.04			$	( 0.77	)		$	0.27			$	( 0.04	)

FISCAL 2019		12/31/18				3/31/19				6/30/19				9/30/19
Rental and Reimbursement Revenue		$	38,222			$	38,381			$	38,548			$	39,670
Total Expenses			18,901				19,565				19,721				20,410
Unrealized Holding Gains (Losses) Arising During the Periods (1)			( 42,627	)			15,568				( 11,609	)			13,988
Other Income (Expense) (1)			( 47,264	)			9,485				( 17,198	)			8,553
Net Income (Loss) (1)			( 27,943	)			28,301				1,628				27,814
Net Income (Loss) per diluted share (1)		$	( 0.31	)		$	0.30			$	0.02			$	0.29
Net Income (Loss) Attributable to Common Shareholders (1)			( 32,364	)			23,821				( 3,121	)			22,690
Net Income (Loss) Attributable to Common Shareholders per diluted share (1)		$	( 0.36	)		$	0.26			$	( 0.03	)		$	0.24

(1)

Effective October 1, 2018, we adopted ASU 2016-01. This new accounting standard requires unrealized gains or losses on our securities investments to flow through our income statement.

MONMOUTHREAL ESTATE INVESTMENT CORPORATION

SCHEDULEIII

REALESTATE AND ACCUMULATED DEPRECIATION

SEPTEMBER30, 2020

(inthousands)

Column A		Column B				Column C								Column D
														Capitalization
										Buildings and				Subsequent to
Description		Encumbrances				Land				Improvements				Acquisition
Industrial Buildings
Monaca (Pittsburgh), PA		$	0			$	402			$	878			$	6,673
Ridgeland (Jackson), MS			0				218				1,234				1,285
Urbandale (Des Moines), IA			0				310				1,758				476
Richland (Jackson), MS			0				211				1,195				495
O’Fallon (St. Louis), MO			0				264				3,302				684
Fayetteville, NC			0				172				4,468				815
Schaumburg (Chicago), IL			0				1,040				3,694				713
Burr Ridge (Chicago), IL			0				270				1,237				200
Romulus (Detroit), MI			0				531				3,654				764
Liberty (Kansas City), MO			0				724				6,498				577
Omaha, NE			0				1,170				4,426				368
Charlottesville, VA			0				1,170				2,845				447
Jacksonville, FL (FDX)			0				1,165				4,668				751
West Chester Twp. (Cincinnati), OH			0				695				3,342				1,697
Mechanicsville (Richmond), VA			0				1,160				6,413				254
St. Joseph, MO			0				800				11,754				844
Newington (Hartford), CT			0				410				2,961				136
Cudahy (Milwaukee), WI			0				980				5,051				3,776
Beltsville (Washington, DC), MD			0				3,200				5,959				5,353
Carlstadt (New York, NY), NJ			1,227				1,194				3,646				457
Granite City (St. Louis, MO), IL			0				340				12,047				311
Winston-Salem, NC			0				980				5,610				674
Elgin (Chicago), IL			0				1,280				5,529				373
Cheektowaga (Buffalo), NY			0				4,797				3,884				2,280
Tolleson (Phoenix), AZ			2,010				1,316				13,329				2,179
Edwardsville (Kansas City), KS (Carlisle Tire)			0				1,185				5,815				283
Wheeling (Chicago), IL			0				5,112				9,187				4,694
Richmond, VA			0				446				3,911				733
Tampa, FL (FDX Ground)			0				5,000				12,660				2,085
Montgomery (Chicago), IL			0				2,000				9,226				77
Denver, CO			0				1,150				3,890				1,334
Hanahan (Charleston), SC (SAIC)			0				1,129				11,831				1,503
Hanahan (Charleston), SC (Amazon)			0				930				3,426				4,947
Augusta, GA (FDX Ground)			0				614				3,026				1,723
Tampa, FL (Tampa Bay Grand Prix)			0				1,867				3,685				126
Huntsville, AL			0				748				2,724				3,190
Augusta, GA (FDX)			0				380				1,401				203
Lakeland, FL			0				261				1,621				161
El Paso, TX			0				3,225				4,514				4,692
Richfield (Cleveland), OH			0				2,677				7,198				6,572
Tampa, FL (FDX)			0				2,830				4,705				366
Griffin (Atlanta), GA			0				760				13,692				630
Roanoke, VA (CHEP USA)			0				1,853				4,816				794
Orion, MI			0				4,650				13,053				5,238
Chattanooga, TN			0				300				4,465				604
Bedford Heights (Cleveland), OH			0				990				4,894				1,420
Punta Gorda, FL			0				0				4,105				29
Cocoa, FL			0				1,881				8,624				3,622
Orlando, FL			0				2,200				6,134				476
Topeka, KS			288				0				3,680				0
Memphis, TN			3,304				1,235				13,380				1,478
Houston, TX			1,102				1,661				6,320				210
Carrollton (Dallas), TX			4,733				1,500				16,240				755

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SEPTEMBER30, 2020

(inthousands)

Column A		Column B				Column C								Column D
														Capitalization
										Buildings and				Subsequent to
Description		Encumbrances				Land				Improvements				Acquisition
Ft. Mill (Charlotte, NC), SC		$	0			$	1,747			$	10,045			$	5,272
Lebanon (Nashville), TN			0				2,230				11,985				0
Rockford, IL (Sherwin-Williams Co.)			0				1,100				4,440				11
Edinburg, TX			0				1,000				6,414				4,625
Streetsboro (Cleveland), OH			8,025				1,760				17,840				0
Corpus Christi, TX			0				0				4,765				43
Halfmoon (Albany), NY			0				1,190				4,336				201
Lebanon (Cincinnati), OH			0				240				4,176				139
Olive Branch (Memphis, TN), MS (Anda Pharmaceuticals Inc.)			6,259				800				13,750				0
Oklahoma City, OK (FDX Ground)			2,341				1,410				8,043				3,172
Waco, TX			3,613				1,350				7,383				3,818
Livonia (Detroit), MI			4,973				320				13,380				180
Olive Branch (Memphis, TN), MS (Milwaukee Tool)			18,042				2,550				24,819				9,546
Roanoke, VA (FDX Ground)			3,395				1,740				8,460				0
Green Bay, WI			1,971				590				5,979				0
Stewartville (Rochester), MN			1,578				900				4,320				4
Tulsa, OK			1,413				790				2,910				48
Buckner (Louisville), KY			13,796				2,280				24,353				175
Edwardsville (Kansas City), KS (International Paper)			7,627				2,750				15,335				209
Altoona, PA			2,426				1,200				7,790				33
Spring (Houston), TX			6,623				1,890				13,391				4,048
Indianapolis, IN			8,431				3,746				20,446				1,312
Sauget (St. Louis, MO), IL			7,322				1,890				13,310				5
Lindale (Tyler), TX			4,827				540				9,390				36
Kansas City, MO			6,273				1,000				8,600				403
Frankfort (Lexington), KY			14,611				1,850				26,150				0
Jacksonville, FL (FDX Ground)			13,854				6,000				24,646				280
Monroe (Cincinnati), OH			12,560				1,800				11,137				8,640
Greenwood (Indianapolis), IN (Ulta)			17,346				2,250				35,235				280
Ft. Worth (Dallas), TX			17,879				8,200				27,101				318
Cincinnati, OH			0				800				5,950				0
Rockford, IL (Collins Aerospace Systems)			0				480				4,620				0
Concord (Charlotte), NC			15,449				4,305				27,671				1,078
Covington (New Orleans), LA			9,686				2,720				15,690				16
Imperial (Pittsburgh), PA			9,586				3,700				16,250				14
Burlington (Seattle/Everett), WA			15,471				8,000				22,211				160
Colorado Springs, CO			14,571				2,150				26,350				820
Louisville, KY			5,702				1,590				9,714				0
Davenport (Orlando), FL			20,788				7,060				30,721				304
Olathe (Kansas City), KS			17,513				2,350				29,387				89
Hamburg (Buffalo), NY			18,770				1,700				33,150				282
Ft. Myers, FL			11,707				2,486				18,400				798
Walker (Grand Rapids), MI			17,219				4,034				27,621				0
Mesquite (Dallas), TX			27,350				6,248				43,632				0
Aiken (Augusta, GA), SC			12,861				1,362				19,678				0
Homestead (Miami), FL			20,616				4,427				33,446				39
Oklahoma City, OK (Bunzl)			4,692				845				7,883				0
Concord (Charlotte), NC			22,067				4,307				35,736				0
Kenton, OH			10,247				855				17,027				849
Stow, OH			10,809				1,430				17,504				0
Charleston, SC (FDX)			12,222				4,639				16,848				32
Oklahoma City, OK (Amazon)			17,369				1,618				28,260				0

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MONMOUTHREAL ESTATE INVESTMENT CORPORATION

SCHEDULEIII

REALESTATE AND ACCUMULATED DEPRECIATION

SEPTEMBER30, 2020

(inthousands)

Column A		Column B				Column C								Column D
														Capitalization
										Buildings and				Subsequent to
Description		Encumbrances				Land				Improvements				Acquisition
Savannah, GA (Shaw)		$	28,324			$	4,405			$	51,621			$	0
Daytona Beach, FL			17,219				3,120				26,855				306
Mobile, AL			16,728				2,480				30,572				0
Charleston, SC (FDX Ground)			26,794				7,103				39,473				0
Braselton (Atlanta), GA			35,856				13,965				46,262				0
Trenton, NJ			49,955				8,336				75,652				0
Savannah, GA (FDX Ground)			16,001				3,441				24,091				0
Lafayette, IN			16,101				2,802				22,277				0
Greenwood (Indianapolis), IN (Amazon)			50,855				4,839				74,525				0
Lancaster (Columbus), OH			9,091				959				16,599				0
Whitsett (Greensboro), NC			29,902				2,735				43,976				0
Ogden (Salt Lake City), UT			8,251				1,287				11,380				0
Oklahoma City, OK (Amazon II)			9,750				1,378				13,584				0
Shopping Center
Somerset, NJ			0				34				637				2,468
Vacant Land
Shelby County, TN			0				11				0				0
		$	807,371			$	250,497			$	1,662,787			$	130,580

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MONMOUTHREAL ESTATE INVESTMENT CORPORATION

SCHEDULEIII

REAL ESTATE AND ACCUMULATED GROSS DEPRECIATION

REALESTATE AND ACCUMULATED DEPRECIATION

SEPTEMBER30, 2020

(inthousands)

Column A		Column E (1) (2)
		Gross Amount at Which Carried
		September 30, 2020
Description		Land				Bldg & Imp				Total
Industrial Buildings
Monaca (Pittsburgh), PA		$	402			$	7,551			$	7,953
Ridgeland (Jackson), MS			218				2,519				2,737
Urbandale (Des Moines), IA			310				2,234				2,544
Richland (Jackson), MS			211				1,690				1,901
O’Fallon (St. Louis), MO			264				3,986				4,250
Fayetteville, NC			172				5,283				5,455
Schaumburg (Chicago), IL			1,040				4,407				5,447
Burr Ridge (Chicago), IL			270				1,437				1,707
Romulus (Detroit), MI			531				4,418				4,949
Liberty (Kansas City), MO			724				7,075				7,799
Omaha, NE			1,170				4,794				5,964
Charlottesville, VA			1,170				3,292				4,462
Jacksonville, FL (FDX)			1,165				5,419				6,584
West Chester Twp. (Cincinnati), OH			695				5,039				5,734
Mechanicsville (Richmond), VA			1,160				6,667				7,827
St. Joseph, MO			800				12,598				13,398
Newington (Hartford), CT			410				3,097				3,507
Cudahy (Milwaukee), WI			980				8,827				9,807
Beltsville (Washington, DC), MD			3,200				11,312				14,512
Carlstadt (New York, NY), NJ			1,194				4,103				5,297
Granite City (St. Louis, MO), IL			340				12,358				12,698
Winston-Salem, NC			980				6,284				7,264
Elgin (Chicago), IL			1,280				5,902				7,182
Cheektowaga (Buffalo), NY			4,797				6,164				10,961
Tolleson (Phoenix), AZ			1,316				15,508				16,824
Edwardsville (Kansas City), KS (Carlisle Tire)			1,185				6,098				7,283
Wheeling (Chicago), IL			5,112				13,881				18,993
Richmond, VA			446				4,644				5,090
Tampa, FL (FDX Ground)			5,000				14,745				19,745
Montgomery (Chicago), IL			2,000				9,303				11,303
Denver, CO			1,150				5,224				6,374
Hanahan (Charleston), SC (SAIC)			1,129				13,334				14,463
Hanahan (Charleston), SC (Amazon)			930				8,373				9,303
Augusta, GA (FDX Ground)			614				4,749				5,363
Tampa, FL (Tampa Bay Grand Prix)			1,867				3,811				5,678
Huntsville, AL			748				5,914				6,662
Augusta, GA (FDX)			380				1,604				1,984
Lakeland, FL			261				1,782				2,043
El Paso, TX			3,225				9,206				12,431
Richfield (Cleveland), OH			2,677				13,770				16,447
Tampa, FL (FDX)			2,830				5,071				7,901
Griffin (Atlanta), GA			760				14,322				15,082
Roanoke, VA (CHEP USA)			1,853				5,610				7,463
Orion, MI			4,650				18,291				22,941
Chattanooga, TN			300				5,069				5,369
Bedford Heights (Cleveland), OH			990				6,314				7,304
Punta Gorda, FL			0				4,134				4,134
Cocoa, FL			1,881				12,246				14,127
Orlando, FL			2,200				6,610				8,810
Topeka, KS			0				3,680				3,680
Memphis, TN			1,235				14,858				16,093
Houston, TX			1,661				6,530				8,191
Carrollton (Dallas), TX			1,500				16,995				18,495

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(inthousands)

Column A		Column E (1) (2)
		Gross Amount at Which Carried
		September 30, 2020
Description		Land				Bldg & Imp				Total
Ft. Mill (Charlotte, NC), SC		$	1,747			$	15,317			$	17,064
Lebanon (Nashville), TN			2,230				11,985				14,215
Rockford, IL (Sherwin-Williams Co.)			1,100				4,451				5,551
Edinburg, TX			1,000				11,039				12,039
Streetsboro (Cleveland), OH			1,760				17,840				19,600
Corpus Christi, TX			0				4,808				4,808
Halfmoon (Albany), NY			1,190				4,537				5,727
Lebanon (Cincinnati), OH			240				4,315				4,555
Olive Branch (Memphis, TN), MS (Anda Pharmaceuticals Inc.)			800				13,750				14,550
Oklahoma City, OK (FDX Ground)			1,410				11,215				12,625
Waco, TX			1,350				11,201				12,551
Livonia (Detroit), MI			320				13,560				13,880
Olive Branch (Memphis, TN), MS (Milwaukee Tool)			2,550				34,365				36,915
Roanoke, VA (FDX Ground)			1,740				8,460				10,200
Green Bay, WI			590				5,979				6,569
Stewartville (Rochester), MN			900				4,324				5,224
Tulsa, OK			790				2,958				3,748
Buckner (Louisville), KY			2,280				24,528				26,808
Edwardsville (Kansas City), KS (International Paper)			2,750				15,544				18,294
Altoona, PA			1,200				7,823				9,023
Spring (Houston), TX			1,890				17,439				19,329
Indianapolis, IN			3,746				21,758				25,504
Sauget (St. Louis, MO), IL			1,890				13,315				15,205
Lindale (Tyler), TX			540				9,426				9,966
Kansas City, MO			1,000				9,003				10,003
Frankfort (Lexington), KY			1,850				26,150				28,000
Jacksonville, FL (FDX Ground)			6,000				24,926				30,926
Monroe (Cincinnati), OH			1,800				19,777				21,577
Greenwood (Indianapolis), IN (Ulta)			2,250				35,515				37,765
Ft. Worth (Dallas), TX			8,200				27,419				35,619
Cincinnati, OH			800				5,950				6,750
Rockford, IL (Collins Aerospace Systems)			480				4,620				5,100
Concord (Charlotte), NC			4,305				28,749				33,054
Covington (New Orleans), LA			2,720				15,706				18,426
Imperial (Pittsburgh), PA			3,700				16,264				19,964
Burlington (Seattle/Everett), WA			8,000				22,371				30,371
Colorado Springs, CO			2,150				27,170				29,320
Louisville, KY			1,590				9,714				11,304
Davenport (Orlando), FL			7,060				31,025				38,085
Olathe (Kansas City), KS			2,350				29,476				31,826
Hamburg (Buffalo), NY			1,700				33,432				35,132
Ft. Myers, FL			2,486				19,198				21,684
Walker (Grand Rapids), MI			4,034				27,621				31,655
Mesquite (Dallas), TX			6,248				43,632				49,880
Aiken (Augusta, GA), SC			1,362				19,678				21,040
Homestead (Miami), FL			4,427				33,485				37,912
Oklahoma City, OK (Bunzl)			845				7,883				8,728
Concord (Charlotte), NC			4,307				35,736				40,043
Kenton, OH			855				17,876				18,731
Stow, OH			1,430				17,504				18,934
Charleston, SC (FDX)			4,639				16,880				21,519
Oklahoma City, OK (Amazon)			1,618				28,260				29,878

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(inthousands)

Column A		Column E (1) (2)
		Gross Amount at Which Carried
		September 30, 2020
Description		Land				Bldg & Imp				Total
Savannah, GA (Shaw)		$	4,405			$	51,621			$	56,026
Daytona Beach, FL			3,120				27,161				30,281
Mobile, AL			2,480				30,572				33,052
Charleston, SC (FDX Ground)			7,103				39,473				46,576
Braselton (Atlanta), GA			13,965				46,262				60,227
Trenton, NJ			8,336				75,652				83,988
Savannah, GA (FDX Ground)			3,441				24,091				27,532
Lafayette, IN			2,802				22,277				25,079
Greenwood (Indianapolis), IN (Amazon)			4,839				74,525				79,364
Lancaster (Columbus), OH			959				16,599				17,558
Whitsett (Greensboro), NC			2,735				43,976				46,711
Ogden (Salt Lake City), UT			1,287				11,380				12,667
Oklahoma City, OK (Amazon II)			1,378				13,584				14,962
Shopping Center
Somerset, NJ			34				3,105				3,139
Vacant Land
Shelby County, TN			11				0				11
		$	250,497			$	1,793,367			$	2,043,864

(1)

See pages 157-160 for reconciliation.

(2)

The aggregate cost for Federal tax purposes approximates historical cost.

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SCHEDULEOF ACCUMULATED DEPRECIATION LIFE

SEPTEMBER30, 2020

(inthousands)

Column A		Column F				Column G				Column H				Column I
		Accumulated				Date of				Date				Depreciable
Description		Depreciation				Construction				Acquired				Life
Industrial Buildings
Monaca (Pittsburgh), PA		$	3,481				1977				1977				(3	)
Ridgeland (Jackson), MS			1,465				1988				1993				(3	)
Urbandale (Des Moines), IA			1,377				1985				1994				(3	)
Richland (Jackson), MS			1,129				1986				1994				(3	)
O’Fallon (St. Louis), MO			2,614				1989				1994				(3	)
Fayetteville, NC			3,397				1996				1997				(3	)
Schaumburg (Chicago), IL			2,534				1997				1997				(3	)
Burr Ridge (Chicago), IL			822				1997				1997				(3	)
Romulus (Detroit), MI			2,329				1998				1998				(3	)
Liberty (Kansas City), MO			3,904				1997				1998				(3	)
Omaha, NE			2,609				1999				1999				(3	)
Charlottesville, VA			1,801				1998				1999				(3	)
Jacksonville, FL (FDX)			2,979				1998				1999				(3	)
West Chester Twp. (Cincinnati), OH			2,663				1999				2000				(3	)
Mechanicsville (Richmond), VA			3,375				2000				2001				(3	)
St. Joseph, MO			6,158				2000				2001				(3	)
Newington (Hartford), CT			1,553				2001				2001				(3	)
Cudahy (Milwaukee), WI			3,812				2001				2001				(3	)
Beltsville (Washington, DC), MD			4,748				2000				2001				(3	)
Carlstadt (New York, NY), NJ			1,229				1977				2001				(3	)
Granite City (St. Louis, MO), IL			5,895				2001				2001				(3	)
Winston-Salem, NC			3,057				2001				2002				(3	)
Elgin (Chicago), IL			2,791				2002				2002				(3	)
Cheektowaga (Buffalo), NY			2,170				2000				2002				(3	)
Tolleson (Phoenix), AZ			7,167				2002				2003				(3	)
Edwardsville (Kansas City), KS (Carlisle Tire)			2,847				2002				2003				(3	)
Wheeling (Chicago), IL			5,210				2003				2003				(3	)
Richmond, VA			1,794				2004				2004				(3	)
Tampa, FL (FDX Ground)			5,680				2004				2004				(3	)
Montgomery (Chicago), IL			3,245				2004				2004				(3	)
Denver, CO			1,973				2005				2005				(3	)
Hanahan (Charleston), SC (SAIC)			5,256				2002				2005				(3	)
Hanahan (Charleston), SC (Amazon)			2,513				2005				2005				(3	)
Augusta, GA (FDX Ground)			1,756				2005				2005				(3	)
Tampa, FL (Tampa Bay Grand Prix)			1,347				1989				2005				(3	)
Huntsville, AL			1,562				2005				2005				(3	)
Augusta, GA (FDX)			558				1993				2006				(3	)
Lakeland, FL			676				1993				2006				(3	)
El Paso, TX			2,512				2005				2006				(3	)
Richfield (Cleveland), OH			3,800				2006				2006				(3	)
Tampa, FL (FDX)			1,824				2006				2006				(3	)
Griffin (Atlanta), GA			5,338				2006				2006				(3	)
Roanoke, VA (CHEP USA)			2,092				1996				2007				(3	)
Orion, MI			5,430				2007				2007				(3	)
Chattanooga, TN			1,678				2002				2007				(3	)
Bedford Heights (Cleveland), OH			2,310				1998				2007				(3	)
Punta Gorda, FL			1,286				2007				2007				(3	)
Cocoa, FL			3,403				2006				2008				(3	)
Orlando, FL			2,212				1997				2008				(3	)
Topeka, KS			1,085				2006				2009				(3	)
Memphis, TN			3,787				1994				2010				(3	)
Houston, TX			1,825				2005				2010				(3	)
Carrollton (Dallas), TX			4,442				2009				2010				(3	)

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SEPTEMBER30, 2020

(inthousands)

Column A		Column F				Column G				Column H				Column I
		Accumulated				Date of				Date				Depreciable
Description		Depreciation				Construction				Acquired				Life
Ft. Mill (Charlotte, NC), SC		$	3,434				2009				2010				(3	)
Lebanon (Nashville), TN			2,766				1993				2011				(3	)
Rockford, IL (Sherwin-Williams Co.)			1,091				1998-2008				2011				(3	)
Edinburg, TX			2,040				2011				2011				(3	)
Streetsboro (Cleveland), OH			3,888				2012				2012				(3	)
Corpus Christi, TX			1,049				2012				2012				(3	)
Halfmoon (Albany), NY			945				2012				2012				(3	)
Lebanon (Cincinnati), OH			933				2012				2012				(3	)
Olive Branch (Memphis, TN), MS (Anda Pharmaceuticals Inc.)			2,909				2012				2012				(3	)
Oklahoma City, OK (FDX Ground)			2,185				2012				2012				(3	)
Waco, TX			2,075				2012				2012				(3	)
Livonia (Detroit), MI			2,767				1999				2013				(3	)
Olive Branch (Memphis, TN), MS (Milwaukee Tool)			5,813				2013				2013				(3	)
Roanoke, VA (FDX Ground)			1,582				2013				2013				(3	)
Green Bay, WI			1,072				2013				2013				(3	)
Stewartville (Rochester), MN			777				2013				2013				(3	)
Tulsa, OK			553				2009				2014				(3	)
Buckner (Louisville), KY			4,397				2014				2014				(3	)
Edwardsville (Kansas City), KS (International Paper)			2,831				2014				2014				(3	)
Altoona, PA			1,392				2014				2014				(3	)
Spring (Houston), TX			2,979				2014				2014				(3	)
Indianapolis, IN			3,420				2014				2014				(3	)
Sauget (St. Louis, MO), IL			2,050				2015				2015				(3	)
Lindale (Tyler), TX			1,456				2015				2015				(3	)
Kansas City, MO			1,408				2015				2015				(3	)
Frankfort (Lexington), KY			3,911				2015				2015				(3	)
Jacksonville, FL (FDX Ground)			3,633				2015				2015				(3	)
Monroe (Cincinnati), OH			1,945				2015				2015				(3	)
Greenwood (Indianapolis), IN (Ulta)			4,906				2015				2015				(3	)
Ft. Worth (Dallas), TX			3,627				2015				2015				(3	)
Cincinnati, OH			776				2014				2015				(3	)
Rockford, IL (Collins Aerospace Systems)			711				2012				2015				(3	)
Concord (Charlotte), NC			4,002				2016				2016				(3	)
Covington (New Orleans), LA			1,947				2016				2016				(3	)
Imperial (Pittsburgh), PA			1,912				2016				2016				(3	)
Burlington (Seattle/Everett), WA			2,572				2016				2016				(3	)
Colorado Springs, CO			3,027				2016				2016				(3	)
Louisville, KY			1,079				2016				2016				(3	)
Davenport (Orlando), FL			3,286				2016				2016				(3	)
Olathe (Kansas City), KS			3,140				2016				2016				(3	)
Hamburg (Buffalo), NY			3,436				2017				2017				(3	)
Ft. Myers, FL			1,821				2017				2017				(3	)
Walker (Grand Rapids), MI			2,479				2017				2017				(3	)
Mesquite (Dallas), TX			3,636				2017				2017				(3	)
Aiken (Augusta, GA), SC			1,639				2017				2017				(3	)
Homestead (Miami), FL			2,795				2017				2017				(3	)
Oklahoma City, OK (Bunzl)			657				2017				2017				(3	)
Concord (Charlotte), NC			2,902				2017				2017				(3	)
Kenton, OH			1,449				2017				2017				(3	)
Stow, OH			1,346				2017				2017				(3	)
Charleston, SC (FDX)			1,265				2018				2018				(3	)
Oklahoma City, OK (Amazon)			2,052				2018				2018				(3	)

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SEPTEMBER30, 2020

(inthousands)

Column A		Column F				Column G				Column H				Column I
		Accumulated				Date of				Date				Depreciable
Description		Depreciation				Construction				Acquired				Life
Savannah, GA (Shaw)		$	3,530				2018				2018				(3	)
Daytona Beach, FL			1,730				2018				2018				(3	)
Mobile, AL			1,763				2018				2018				(3	)
Charleston, SC (FDX Ground)			2,193				2018				2018				(3	)
Braselton (Atlanta), GA			2,471				2018				2018				(3	)
Trenton, NJ			3,880				2019				2019				(3	)
Savannah, GA (FDX Ground)			1,133				2019				2019				(3	)
Lafayette, IN			667				2019				2019				(3	)
Greenwood (Indianapolis), IN (Amazon)			1,911				2020				2020				(3	)
Lancaster (Columbus), OH			213				2020				2020				(3	)
Whitsett (Greensboro), NC			376				2020				2020				(3	)
Ogden (Salt Lake City), UT			97				2020				2020				(3	)
Oklahoma City, OK (Amazon II)			14				2020				2020				(3	)
Shopping Center
Somerset, NJ			1,779				1970				1970				(3	)
Vacant Land
Shelby County, TN			0				N/A				2007				N/A
		$	296,020

	(3)	Depreciation is computed based upon the following estimated lives:
		Building:31.5 to 39 years; Building Improvements: 3 to 39 years; Tenant Improvements: Lease Term

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SEPTEMBER30, 2020

(inthousands)

(1) Reconciliation

REALESTATE INVESTMENTS

SCHEDULE OF REAL ESTATE INVESTMENT

		9/30/2020				9/30/2019				9/30/2018
Balance-Beginning of Year		$	1,866,518			$	1,719,578			$	1,431,916
Additions:
Acquisitions			171,262				136,598				277,253
Improvements			6,084				10,342				10,409
Total Additions			177,346				146,940				287,662
Deletions:
Sales			0				0				0
Total Deletions			0				0				0
Balance-End of Year		$	2,043,864			$	1,866,518			$	1,719,578

ACCUMULATEDDEPRECIATION

SCHEDULE OF ACCUMULATED DEPRECIATION

		9/30/2020				9/30/2019				9/30/2018
Balance-Beginning of Year		$	249,584			$	207,065			$	171,086
Depreciation			46,436				42,519				36,018
Sales			0				0				( 39	)
Balance-End of Year		$	296,020			$	249,584			$	207,065

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SEPTEMBER30, 2020

(inthousands)

(1) Reconciliation

RECONCILIATION OF REAL ESTATE AND ACCUMULATED DEPRECIATION

		2020				2019				2018
Balance – Beginning of Year		$	1,866,518			$	1,719,578			$	1,431,916
Additions:
Monaca (Pittsburgh), PA		$	42			$	0			$	25
Ridgeland (Jackson), MS			425				426				27
Urbandale (Des Moines), IA			0				20				267
Richland (Jackson), MS			0				0				0
O’Fallon (St. Louis), MO			0				4				0
Fayetteville, NC			0				4				0
Schaumburg (Chicago), IL			269				0				0
Burr Ridge (Chicago), IL			0				14				0
Romulus (Detroit), MI			0				217				65
Liberty (Kansas City), MO			262				137				0
Omaha, NE			0				19				0
Charlottesville, VA			0				6				99
Jacksonville, FL (FDX)			0				187				67
West Chester Twp. (Cincinnati), OH			0				0				0
Mechanicsville (Richmond), VA			21				14				7
St. Joseph, MO			10				25				74
Newington (Hartford), CT			13				0				0
Cudahy (Milwaukee), WI			0				41				384
Beltsville (Washington, DC), MD			0				0				0
Carlstadt (New York, NY), NJ			0				354				39
Granite City (St. Louis, MO), IL			0				0				0
Winston-Salem, NC			17				0				8
Elgin (Chicago), IL			204				0				0
Cheektowaga (Buffalo), NY			0				0				0
Tolleson (Phoenix), AZ			0				0				0
Edwardsville (Kansas City), KS (Carlisle Tire)			50				0				0
Wheeling (Chicago), IL			0				10				445
Richmond, VA			184				138				0
Tampa, FL (FDX Ground)			44				0				5
Montgomery (Chicago), IL			0				0				5
Denver, CO			10				10				0
Hanahan (Charleston), SC (SAIC)			447				606				36
Hanahan (Charleston), SC (Amazon)			1,613				75				0
Augusta, GA (FDX Ground)			0				0				0
Tampa, FL (Tampa Bay Grand Prix)			0				0				0
Huntsville, AL			0				0				0
Augusta, GA (FDX)			0				6				0
Lakeland, FL			0				0				61
El Paso, TX			0				0				0
Richfield (Cleveland), OH			0				0				12
Tampa, FL (FDX)			36				8				237
Griffin (Atlanta), GA			7				142				65
Roanoke, VA (CHEP USA)			0				0				58
Orion, MI			51				0				4
Chattanooga, TN			20				210				122
Bedford Heights (Cleveland), OH			6				378				0
Punta Gorda, FL			0				0				0
Cocoa, FL			0				0				0
Orlando, FL			36				0				220
Topeka, KS			0				0				0
Memphis, TN			( 21	)			1,499				( 7	)
Houston, TX			28				0				15
Carrollton (Dallas), TX			548				128				0

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SEPTEMBER30, 2020

(inthousands)

(1) Reconciliation (cont’d)

		2020				2019				2018
Ft. Mill (Charlotte, NC), SC		$	0			$	( 10	)		$	1,661
Lebanon (Nashville), TN			0				0				0
Rockford, IL (Sherwin-Williams Co.)			0				0				0
Edinburg, TX			0				0				0
Streetsboro (Cleveland), OH			0				0				0
Corpus Christi, TX			0				0				36
Halfmoon (Albany), NY			202				0				0
Lebanon (Cincinnati), OH			102				0				0
Olive Branch (Memphis, TN), MS (Anda Pharmaceuticals)			0				0				0
Oklahoma City, OK (FDX Ground)			19				21				0
Waco, TX			0				0				0
Livonia (Detroit), MI			0				118				0
Olive Branch (Memphis, TN), MS (Milwaukee Tool)			0				0				0
Roanoke, VA (FDX Ground)			0				0				0
Green Bay, WI			0				0				0
Stewartville (Rochester), MN			0				4				0
Tulsa, OK			0				0				0
Buckner (Louisville), KY			0				0				0
Edwardsville (Kansas City), KS (International Paper)			0				0				0
Altoona, PA			( 4	)			4				14
Spring (Houston), TX			12				22				11
Indianapolis, IN			0				0				498
Sauget (St. Louis, MO), IL			0				0				0
Lindale (Tyler), TX			0				0				29
Kansas City, MO			0				23				329
Frankfort (Lexington), KY			0				0				0
Jacksonville, FL (FDX Ground)			99				91				4
Monroe (Cincinnati), OH			0				4,052				4,588
Greenwood (Indianapolis), IN (Ulta)			253				0				0
Ft. Worth (Dallas), TX			287				32				0
Cincinnati, OH			0				0				0
Rockford, IL (Collins Aerospace Systems)			0				0				0
Concord (Charlotte), NC			9				0				0
Covington (New Orleans), LA			0				16				0
Imperial (Pittsburgh), PA			0				14				0
Burlington (Seattle/Everett), WA			49				92				0
Colorado Springs, CO			0				0				820
Louisville, KY			0				0				0
Davenport (Orlando), FL			304				0				0
Olathe (Kansas City), KS			89				0				0
Hamburg (Buffalo), NY			38				244				0
Ft. Myers, FL			21				0				41
Walker (Grand Rapids), MI			0				0				0
Mesquite (Dallas), TX			0				0				0
Aiken (Augusta, GA), SC			0				0				0
Homestead (Miami), FL			0				38				0
Oklahoma City, OK (Bunzl)			0				0				0
Concord (Charlotte), NC			0				0				0
Kenton, OH			0				849				0
Stow, OH			0				0				0
Charleston, SC (FDX)			0				0				21,519
Oklahoma City, OK (Amazon)			0				0				29,879

155

Table of Contents

MONMOUTHREAL ESTATE INVESTMENT CORPORATION AND SUBSIDIARIES

NOTESTO SCHEDULE III, (CONT’D)

SEPTEMBER30, 2020

(inthousands)

(1) Reconciliation (cont’d)

		2020				2019				2018
Savannah, GA (Shaw)		$	0			$	0			$	56,026
Daytona Beach, FL			272				35				29,973
Mobile, AL			0				0				33,052
Charleston, SC (FDX Ground)			0				0				46,576
Braselton (Atlanta), GA			0				0				60,227
Trenton, NJ			0				83,988				0
Savannah, GA (FDX Ground)			0				27,532				0
Lafayette, IN			0				25,079				0
Greenwood (Indianapolis), IN (Amazon)			79,364				0				0
Lancaster (Columbus), OH			17,558				0				0
Whitsett (Greensboro), NC			46,711				0				0
Ogden (Salt Lake City), UT			12,667				0				0
Oklahoma City, OK (Amazon II)			14,963				0				0
Shopping Center
Somerset, NJ			9				18				39
Total Additions		$	177,346			$	146,940			$	287,662
Total Disposals			0				0				0
Balance – End of Year		$	2,043,864			$	1,866,518			$	1,719,578

SIGNATURES

Pursuantto the requirements of Section 13 of 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this reportto be signed on its behalf by the undersigned, thereunto duly authorized.

	MONMOUTH REAL ESTATE INVESTMENT
	CORPORATION
	(registrant)
Date: November 23, 2020	By:	/s/ Michael P. Landy
		Michael P. Landy, President, Chief Executive
		Officer and Director, its principal executive officer
Date: November 23, 2020	By:	/s/ Kevin S. Miller
		Kevin S. Miller, Chief Financial Officer, its principal
		financial officer and principal accounting officer

Pursuantto the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf ofthe Registrant and in the capacities and on the dates indicated.

Date: November 23, 2020	By:	/s/ Eugene W. Landy
		Eugene W. Landy, Chairman of the Board and Director
Date: November 23, 2020	By:	/s/ Michael P. Landy
		Michael P. Landy, President, Chief Executive Officer and Director
Date: November 23, 2020	By:	/s/ Kevin S. Miller
		Kevin S. Miller, Chief Financial Officer and Director
Date: November 23, 2020	By:	/s/ Kiernan Conway
		Kiernan Conway, Director
Date: November 23, 2020	By:	/s/ Daniel D. Cronheim
		Daniel D. Cronheim, Director
Date: November 23, 2020	By:	/s/ Catherine B. Elflein
		Catherine B. Elflein, Director
Date: November 23, 2020	By:	/s/ Brian H. Haimm
		Brian H. Haimm, Director
Date: November 23, 2020	By:	/s/ Neal Herstik
		Neal Herstik, Director
Date: November 23, 2020	By:	/s/ Matthew I. Hirsch
		Matthew I. Hirsch, Director
Date: November 23, 2020	By:	/s/ Samuel A. Landy
		Samuel A. Landy, Director
Date: November 23, 2020	By:	/s/ Gregory T. Otto
		Gregory T. Otto, Director
Date: November 23, 2020	By:	/s/ Sonal Pande
		Sonal Pande, Director
Date: November 23, 2020	By:	/s/ Scott L. Robinson
		Scott L. Robinson, Director